BOPU bv
connecting IT across borders
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connecting IT across borders
Crossroads Bank for Enterprises 0877.853.166, with registered office established at 2380 Ravels, Hofstraat 8 A
1. Scope of application
1.1. These general terms and conditions apply to all offers issuing from and all contracts concluded with BOPU. By concluding a contract or placing an order, the customer declares that he has taken knowledge of and accepts BOPU’s general terms and conditions.
1.2. Departures from these general terms and conditions are valid only if BOPU has expressly accepted them in writing.
1.3. The general terms and conditions of BOPU take priority over those of the client/customer.
2. Offers and confirmations
2.1 Any proposal or offer shall be binding only if the price was stipulated to be binding during a specific validity period.
2.2 All proposals and offers of BOPU remain valid during the period specified in the offer and, in the absence of such specification, during a maximum period of 30 days.
3. Object of the service provision
3.1 BOPU is active in IT-related advising, assistance and training (including the installation of hardware, wireless solutions, cabling, etc.). In addition, it provides assistance to retailers on the opening of new stores, the renovation of existing stores and logistics. Moreover, it also offers services of project management, consulting and support (including the organisation of training courses).
3.2 The parties shall agree on the precise object of BOPU´s service provision at the start of the activities and, as necessary, adapt and/or expand
it as the execution progresses.
4. The obligations of BOPU
4.1 The obligations of BOPU are not obligations of result but rather best-efforts obligations. All assignments are performed by BOPU to the best of its ability. BOPU has the possibility of outsourcing the assignments to collaborators inside and outside its organisation, whereby the present general terms and conditions continue to apply in full.
4.2 BOPU undertakes to perform its services within a reasonable period. Indicated periods are never binding. BOPU is not liable if it exceeds the periods for reasons that are imputable to the customer, third parties or force majeure.
5. Cooperation of the customer
5.1 BOPU shall do everything in its power in order to optimally provide services to its customers. A smooth interaction and collaboration between BOPU and the customer is of crucial importance for this purpose, since the services BOPU provides are custom-tailored, based on the information and instructions that are given by the customer.
5.2 The customer must, immediately and without being asked, provide all information that is associated with the assignment. The customer assumes responsibility for the correctness, completeness and reliability of the data, information and documents provided by him. If the customer does not lend the necessary cooperation, or does so in an untimely manner or not in accordance with the agreements, BOPU is free not to perform any more activities for the customer and to entirely withdraw from the assignment. BOPU is not liable for any harm that should derive from such withdrawal.
6. Acceptance and complaints
6.1. BOPU charges for the provision of its services according to hourly rates or other methods, which are defined in agreement with the customer.
The applicable rate is established on the basis of, amongst other things, the nature, the complexity, the amount of effort entailed by and the urgency of the assignment.
6.2 BOPU can request one or several advances from the customer before the start and during the course of the activities. After completion of an assignment, the customer shall receive a final invoice where the advances paid on the total amount have been deducted.
6.3 Absolutely no complaint relating to an assignment is still receivable if the grounds, precisely described, are not sent by the customer to BOPU by registered letter within eight days after performance of the services.
6.4 In the event that BOPU acknowledges the validity of the submitted complaint, its obligation shall be limited to performing the contested works once again, to the exclusion of any other form of compensation.
6.5 The submission of complaints does not entitle the customer to suspend payment for the works performed.
7. Payments
7.1 Invoices are payable on their due date at BOPU’s registered office. Protests of invoices must be sent, under penalty of forfeiture, by registered letter within 8 days after the sending of the invoice.
7.2 In the absence of full payment on the due date, the customer shall owe – ipso jure and without notice of default – late-payment interest of 10%, as well as liquidated damages of 10% of the invoice amount.
7.3 Non-payment shall also have as a consequence that all other outstanding debts, including bills of exchange that are not yet due, become immediately exigible and that all discounts and payment facilities granted by BOPU lapse.
7.4 In the event of non-payment, BOPU has the right, without prior formal notice of default and without judicial intervention, to regard the existing contracts for the customer’s account to be wholly or partially dissolved, or to wholly or partially suspend the performance thereof, without prejudice to its right to compensation for the harm it has suffered.
7.5 Even after the contract is concluded, BOPU reserves the right to demand securities that guarantee the proper execution of the customer´s obligations. BOPU is authorised to suspend further performance of the contract as long as these securities have not been provided to it. In the latter case, BOPU is entitled to dissolve the contract, ipso jure and without notice of default.
8. Cancellation
8.1 Force majeure gives BOPU the right to cancel the contract in whole or part, without any obligation to pay damages. The following, amongst others, are expressly regarded as force majeure: frost, fire, natural disasters, riots, scarcity of means of transportation, interruption of the transport, delay in delivery by a supplier, strike, lockout, theft, war, measures announced by the government authorities that make the delivery impossible, more difficult or significantly more expensive than it was at the time the contract was concluded, as well as all other causes as a result of which the proper execution of the agreed services is disrupted beyond the control of BOPU.
8.2 In case of a change in the customer´s situation, such as his death, disqualification, imprisonment or any other limitation of capacity, in the event that the customer does not fulfil one or more of his obligations, is declared bankrupt, requests a judicial or amicable composition, asks for delay of payment, discontinues his commercial activity in whole or part, in the event that the customer proceeds with a liquidation, merger or split, in case his assets are seized in whole or part, BOPU reserves the right to declare any contract, whether wholly or partially executed, to be dissolved due to the mere fact that one of the aforementioned events has occurred, without prior formal notice of default or judicial intervention, without prejudice to BOPU’s right to damages. If BOPU makes use of its aforementioned right, the contract will be dissolved ipso jure on the sending date of a registered letter addressed by BOPU to the customer for this purpose, and BOPU will be entitled to demand the return of any goods that have been delivered but which are still unpaid.
9. Liability
9.1. The customer shall promptly furnish to BOPU, both at the start of the contract and during the term thereof, if necessary at BOPU’s request, all information that is required in order to make it possible to optimally provide its services. BOPU is not liable for harm that should derive from incorrect or incomplete information provided by the customer.
9.2. Any liability on the part of BOPU and/or its subcontractors and employees, whether contractual or extra-contractual, is always limited in principal amount, costs and interest to the amount excl. VAT that was charged in the file in which the liability is determined, and in the absence of such a file to a maximum of € 7,500 per loss event.
9.3. BOPU may under absolutely no circumstances be held liable for indirect damage, consequential loss, loss of use or loss of profit suffered by the customer or by third parties.
9.4. Despite the fact that BOPU makes reasonable efforts to protect its e-mails and annexes against viruses or other defects that can affect computers or an IT system, it remains the customer´s responsibility to ensure that appropriate measures are taken in order to protect the customer´s computers and IT system against such viruses or defects. BOPU accepts no liability for any loss or damage that is the result of receiving
or using electronic communications coming from BOPU.
10. Intellectual property rights
Other than within the framework of the assignment given to BOPU, the customer (either himself or with the assistance of third parties) is not authorised to reproduce, make public or utilise in any way whatsoever the advice, memoranda, opinions, contracts, documents, slides and all other intellectual work product created by BOPU, in whatever form, without BOPU’s advance written consent.
11. Processing of personal data (GDPR)
11.1. BOPU collects and processes the personal data that it receives from the customer with a view to the performance of the contract, the customer relations management, the bookkeeping and direct marketing activities. The legal grounds for this are the performance of the contract, the fulfilment of statutory and regulatory obligations and/or the legitimate interest. The controller is BOPU. These personal data will only be
passed on to processors, recipients and/or third parties in so far as this is necessary within the framework of the aforementioned purposes for the processing. The customer bears the responsibility for the correctness of the personal data that he furnishes to BOPU and undertakes to comply with the General Data Protection Regulation vis-à-vis the persons whose personal data he transfers to BOPU, as well as with regard to all possible personal data that he should receive from us and the employees of BOPU.
11.2. By accepting these general terms and conditions, the customer confirms that he was adequately informed about the processing of his personal data and about his rights to access, rectification, erasure and objection.
11.3 Within the framework of access permission, it can sometimes be necessary for BOPU to communicate personal data of its employees (name, telephone number, copy of identity card, etc.) to the customer. The customer may only use these data for the purposes for which they received authorisation from BOPU, and in so doing must also respect the provisions of the GDPR. The customer is obliged to compensate all direct and indirect harm deriving from unauthorised use or misuse of the personal data furnished by BOPU.
12. Reservation of title
Until full payment and fulfilment of all obligations deriving from the contract, any delivered goods or intellectual works remain the property ofBOPU.
13. Revision
BOPU reserves the right to revise the present general terms and conditions at any time.
14. Invalidity
If any provision of these general terms and conditions should prove to be invalid or unenforceable, this leaves the validity of the other clauses
of the contract unaffected. In such a case the parties authorise the court to replace the invalid and unenforceable provisions with a valid provision
whose result comes as close as possible to the intended result of the invalid or unenforceable provision in the spirit of the contract.
15. Disputes
Contracts concluded with BOPU are governed by Belgian law. Any dispute deriving from this contract shall be settled by the courts of the judicial
district in which BOPU’s registered office is established.
