Terms and Conditions
On this page you can find our terms and conditions. For further questions don’t hesitate to contact us at email@example.com.
Scroll down to download the terms and conditions and data processing agreement (English version and Dutch version)
These terms and conditions (the “Terms”) form an integral part of any agreement between Jarviss and the customer and apply to all Jarviss’ product and service offerings. Any terms and conditions of the customer are expressly excluded. All obligations of Jarviss are best efforts obligations and are never regarded as result obligations. All quotations are valid up to 30 days after the quotation date.
Purchased products will be deemed accepted upon delivery. Jarviss shall remain the owner of all products until the customer has effected payment in full. Risk of loss to the products passes to the customer at the moment the products leave their repository for delivery (whether delivered directly by Jarviss, its subcontractors or by a third party carrier). Jarviss offers a warranty for material hidden defects: delivered products which prove to be defective within 12 months of delivery as a result of a circumstance having occurred prior to the transfer of risk shall (at Jarviss’ discretion) be repaired, replaced or reimbursed at purchase price, provided the claim is submitted to Jarviss in writing (containing a detailed description of the alleged defect) no later than 14 days after the customer (ought to have) discovered it. No warranty shall be provided in the event of inappropriate use, fault or negligence of the customer, installation or modifications executed by the customer or a third party, regular wear and tear or usage in combination with third party systems or products not provided by Jarviss. Apart from the foregoing warranty, the customer may be entitled to an additional (conventional) warranty provided by the manufacturer or producer.
The customer shall use any software (whether or not provided or licensed via Jarviss) in accordance with the applicable third party’s service offering. The customer shall at all times, refrain from (in)directly: (i) accessing any software code; (ii) modifying or creating derivative works based on any products or software; (iii) using the products and software in an illegal, unlawful or infringing manner.
In any event, the customer must, at its own costs, procure and maintain the necessary equipment, infrastructure and licenses (as may be further specified in the quotation or communicated from time to time by Jarviss) for the scope of the agreement and provide its good faith cooperation with Jarviss for the proper execution of the agreement.
The services included in this quotation can be performed at the earliest 20 working days after ordering and shall be provided with due skill and care in complete independence. Services are deemed accepted upon delivery. Jarviss has the right to involve subcontractors in the performance of the services.
Jarviss shall use its best efforts to provide support for incidents related to the purchased products and software and to keep the purchased products and software available as much as possible.
The customer must pay all fees and costs in accordance with the quotation. In addition to the payment of the applicable fees, the customer must reimburse Jarviss for all actual, reasonable travel costs and expenses, including, but not limited to, costs for airline tickets, hotels and travel allowance that Jarviss has incurred in the execution of the services offered. These costs, expenses and materials are invoiced by Jarviss at cost price.
The customer must make full payment of the fees and expenses within thirty (30) days after the invoice date. Complaints regarding invoices must be made in writing (detailing the objective reasons for the dispute), within 5 working days after receipt of the invoice, failure to do so shall be interpreted as acceptance of the invoice.
Jarviss invoices the fees and costs in accordance with the payment terms agreed in the quotation. In the absence of such payment terms, invoicing will take place as follows:
- 25% advance payment of the entire quotation value direct after purchase order.
- For hardware upon delivery
- Software licenses shall be paid (yearly or multi-yearly) upfront (in accordance with the recurring license scheme as indicated in the quotation) upon the provision of the activation key.
- For software assurance, support services & break & fix services: (yearly or multi-yearly) upfront as indicated in the quotation) due upon delivery of the hardware and / or commencement of the activation/set-up services.
- Pre paid credits & consultancy: on order acceptance.
- Project or direct consultancy services: after implementation.
- Extended operational services: after project completion and before the start of extended services.
All prices are in euros and exclusive of VAT, as well as other taxes, which shall be borne by the customer.
Jarvis has the right to adjust its fees and prices annually (after the 1st of January) by applying the following formula: p = P0 * [0,2+ 0,8 * (S/S0)], whereby: p = the revised price/fees; P0 = the initial price on the effective date; S0 = the national average reference salary in the digital and technological industry (i.e. Agoria DIGITAL) (“Reference Salary”) on the effective date of this agreement (or any index replacing it) and S = the Reference Salary at the moment of revision.
Pre paid services credits expire 24 months after purchase date.
If the customer pays late on the basis of the agreement, Jarviss may charge interest at (i) the legal interest rate applicable in Belgium, or (ii) a rate of 10% per year whichever is higher. If the customer does not pay (an) undisputed invoice(s) after receiving a reminder to that effect, Jarviss has the right to suspend its obligations under the agreement or part thereof until all outstanding amounts have been paid in full and to claim duly demonstrated factual collection costs. In the event of late payment of an invoice, all other outstanding claims against the customer will become immediately due and payable without prior notice. The right to charge interest and to suspend its obligations does not limit the other rights and remedies of Jarviss under the agreement.
The customer must pay in full all amounts due under the agreement arising from a confirmation of this quotation without any set-off, counterclaim, deduction or withholding, except where required by law.
Each party remains the exclusive owner of the intellectual property rights (including any enhancements; amendments or derivative works based thereon) held by such party before the date of the agreement, and of the intellectual property rights subsequently developed by that Party independently from the agreement, or in the case of intellectual property rights of a third party (licensor), that third party remains the owner of it. The foregoing also applies to tools, software, templates, knowledge, data and / or methods used by Jarviss for the performance of the agreement. All intellectual property rights arising from or otherwise (directly or indirectly) derived from the services delivered by Jarviss under the agreement are exclusively owned and remain the property of Jarviss. Jarviss grants the customer and the customer accepts a non-exclusive, personal, non-transferable and non-sublicensable right to use the relevant intellectual property rights of Jarviss exclusively in accordance with the described purpose in the quotation and exclusively during the term of the agreement.
Confidentiality and data protection
The parties have agreed that, during the term of the agreement and up to 5 years after termination, all confidential and sensitive information that they have provided or exchanged among themselves regarding the provision of services under this agreement will be considered and treated as confidential (meaning that it shall not be disclosed to any person other than its employees, subcontractors and consultants who have a direct need to know basis and provided they are bound by appropriate confidentiality obligations). For the purposes of the agreement “Confidential Information” means any information regarding the disclosing party disclosed directly or indirectly under the Agreement to the receiving party or its representatives, and includes any information and data that is, or can reasonably be regarded as confidential or sensitive data. Confidential information of the disclosing party shall only be used to the extent necessary for the execution of the agreement.
Each party shall comply with the applicable data protection laws (including the GDPR). In relation to the provision of services, Jarviss may from time to time process personal data. This processing is only carried out when this is necessary to fulfill the contractual obligations of Jarviss towards the customer, on the customer’s request and in accordance with the written instructions of the customer.
Term and termination
The agreement is entered into for a minimum period of 3 years as from the initial quotation. Unless the customer cancels these recurring services 3 months before the expiry date of the initial 3-year contract period (or a renewal period), the contract will be automatically renewed each year by subsequent 1 year terms. In addition, the agreement or any quotation may be terminated (without prejudice to any other rights or remedies available), upon written notice to the other party:
a. By either party, if the other party (i) materially breaches the agreement and fails to cure it within 30 days from receipt of a default notice, or (ii) is the subject of a bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
b. By Jarviss immediately if the customer breaches a third party’s (intellectual property) rights, its confidentiality or data protection obligations or any applicable third party terms and conditions.
Upon termination all user rights and licenses granted pursuant to the agreement, shall automatically terminate and the parties shall delete (and certify such deletion) all confidential information of the other party in its possession or under its control. The provisions of the agreement that are expressly or implicitly intended to survive termination shall survive termination.
Liability and warranties
Subject to the maximum extent permitted by mandatory law, Jarviss’ liability, whether in contract, tort or otherwise, shall, (i) be excluded for indirect, consequential damage (such as loss of profits, loss of opportunity, loss of clients, claims of third parties, damage resulting from loss of data, etc.); and (ii) per event (or series of related events) and in the aggregate per project year, not exceed the average annual project value of the services provided under the project under which the event giving rise to the liability occurred.
Subject to the maximum extent permitted by mandatory law, the products, software and services are provided “as is” without warranty of any kind, including, warranties of accuracy or completeness of data, fitness for a particular purpose, error-freeness or non-infringement. In this respect, the customer is solely responsible for make sufficient back-ups of its data and systems.
These terms (together with any schedules and accepted quotations) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements between the Parties. In the event of a conflict between these Terms and a schedule hereto or between different schedules, the relevant schedule as to its subject matter shall prevail. In the event of a conflict between these Terms or a quotation, these Terms shall prevail, unless expressly stipulated otherwise in the relevant quotation.
If any provision of the agreement is held to be unenforceable, the other provisions shall nevertheless continue in full force and effect. Each Party shall use its best efforts negotiate in good faith a valid replacement provision with an equal or similar economic effect.
The agreement is governed by Belgian law. The UN Convention for the International Sale of Goods does not apply. Disputes are negotiated promptly and in good faith to reach an amicable settlement. If such an amicable solution or settlement cannot be reached, the dispute will be submitted to and finally settled by the competent courts of Ghent (Ghent division). For questions or remarks, please contact your account manager or firstname.lastname@example.org.
Last amended 24/10/2024.