STANDARD TERMS AND CONDITIONS
Version 1.0 - Last updated on 20/04/2025
These General Terms and Conditions ("Terms") govern all assignments granted by the Client to Cadrit Group BV, located at Gelaagstraat 25 bus 1, 9150 Beveren-Kruibeke-Zwijndrecht, Belgium, enterprise number BE1024.314.753 (hereinafter: "Akwazi").
The Client and Akwazi shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".
1. Definitions
1.1 For the purpose of these Terms, the following definitions apply: a) "Services": the services provided by Akwazi as described in the Offer and/or the Agreement. b) "Client": any natural or legal person that intends to or has entered into an agreement with Akwazi. c) "Agreement": these Terms, the Offer, and any annexes attached thereto (if applicable), as agreed between Akwazi and the Client. d) "Akwazi Personnel": the shareholders, directors, managers, employees, agents, and/or independent contractors deployed by and working under the responsibility of Akwazi in the provision of the Services. e) "Intellectual Property Rights": all industrial and intellectual property rights including, without limitation, copyrights and related rights, database rights, trademarks, design rights, patents, supplementary protection certificates, know-how rights, trade secrets, domain names, and any other intellectual property rights, whether registered or not, including all applications and similar rights recognized in any jurisdiction worldwide. f) "Offer": a document agreed upon by the Parties containing the specific conditions and full description of the Services, including any annexes attached thereto.
2. Agreement
2.1 These Terms form an integral part of the Agreement between Akwazi and the Client and apply to every contract relating to the Services outlined in an Offer.
2.2 Acceptance of an Offer implies express acceptance of the Agreement (including these Terms and any annexes thereto) and unconditional consent to its contents.
2.3 These Terms take precedence over all other terms and conditions previously, concurrently, or subsequently provided, unless the Parties expressly agree otherwise in writing. The Agreement constitutes the entire agreement between the Client and Akwazi and supersedes all prior oral or written statements or agreements concerning the Services.
2.4 Deviations from these Terms shall only be valid if expressly agreed upon in writing by the Parties. Unilateral deviations imposed by the Client will not be accepted.
3. Offers
3.1 All Offers are non-binding, and Akwazi is only bound by an Offer if it is signed by the Client and received by Akwazi within fourteen (14) days. Both email and postal delivery are considered valid communication channels.
3.2 If the Client confirms an Offer through a Purchase Order (PO), such PO shall only be accepted if sent to sales@akwazi.com. Any additional or deviating terms mentioned in the PO shall be deemed non-existent and shall not be binding upon Akwazi.
4. Execution and Term
4.1 Akwazi reserves the right to execute its assignments and Services at its own discretion and using its own working methods, provided that the Client's rights and Akwazi's obligations are not affected.
4.2 The Parties agree that Akwazi performs its obligations under the Agreement as an independent service provider. Nothing in the Agreement or its performance shall be interpreted as establishing any relationship other than that of independent contracting parties.
4.3 Akwazi may, without prior written consent from the Client, subcontract portions of the Services to freelancers with whom Akwazi regularly collaborates and to affiliated companies.
4.4 Akwazi is only bound by agreed execution deadlines to the extent that the Client provides all necessary data, documents, approvals, or information in the agreed format within the agreed timelines. Any additional costs reasonably incurred by Akwazi shall be borne by the Client.
4.5 The Client shall ensure the timely availability of documentation, data, information, and personnel, as well as reasonable facilities and provisions for IT infrastructure. Failing this, Akwazi shall be entitled to suspend delivery. Any costs incurred as a result shall be borne by the Client.
4.6 The Client is responsible for the performance and conduct of its personnel and agents, the accuracy and completeness of the information provided, and for acting upon any advice given by Akwazi within the scope of the Services. Akwazi may rely on the provided information without further verification.
4.7 The Services constitute a best-effort obligation. Akwazi shall not be deemed to be bound by any obligation of result.
5. Delivery and Complaints
5.1 Deliveries shall be made to the Client’s address, unless otherwise stated in the Offer.
5.2 Before operational use of delivered Services or materials, the Client must reasonably assess their adequacy. Failure to do so releases Akwazi from liability for processing errors or any adverse consequences.
5.3 Complaints regarding Services must be submitted in writing to Akwazi’s offices within fourteen (14) days of delivery. Email is considered a valid means of communication.
5.4 Complaints regarding materials must be submitted in writing within forty-eight (48) hours of delivery.
5.5 Complaints do not entitle the Client to suspend payment or alter payment conditions.
6. Working Hours and Rates
6.1 Normal working hours are weekdays from 8:00 AM to 6:00 PM. Services outside these hours are charged as follows, unless agreed otherwise in writing:
• Weekdays after 6:00 PM: normal rate + 50%
• Saturdays (normal hours): normal rate + 50%
• Sundays and public holidays: normal rate + 100% 6.2 If daily hours exceed eight (8), excess hours are charged at normal rate + 50%.
7. Cancellations and Rescheduling
7.1 Execution dates for Services must be approved by the Client and not unreasonably delayed or denied.
7.2 Approved dates may be changed or cancelled only with written request at least ten (10) working days in advance. For Managed Services, this period is three (3) working days.
7.3 If cancellation is requested: (i) Between 10 and 3 working days before execution: 50% cancellation fee (not applicable to Managed Services). (ii) Less than 3 working days: 100% cancellation fee. The time of cancellation is the time the written request is received by Akwazi.
8. Prices and Expenses
8.1 Taxes and VAT are not included and are the responsibility of the Client. All invoices are subject to the fiscal regime applicable at the time of performance.
8.2 Travel expenses related to international assignments are invoiced on a cost-reimbursement basis.
8.3 For on-site Services in Belgium of less than eight (8) hours, a fixed travel charge applies.
8.4 The Client must provide parking facilities for on-site Services. Failing this, all parking or public transport expenses incurred by Akwazi will be charged to the Client.
8.5 Shipping costs to and from Akwazi's facilities are at the Client’s expense, unless otherwise stated in the Offer.
8.6 Except for fixed prices listed in the Offer, unit prices are indexed annually based on the Agoria DIGITAL national reference labor cost (wages and social charges).
9. Invoicing – Payment
9.1 Unless stated otherwise in the Offer, invoicing occurs after performance of the Services.
9.2 Invoices are issued electronically unless otherwise agreed.
9.3 Invoices are payable within thirty (30) days of the invoice date without any discount, to one of Akwazi’s bank accounts.
9.4 In the event of late payment, the following shall apply automatically and without notice: (i) All outstanding amounts become immediately due; (ii) Late interest of 1% per month on the outstanding balance with a minimum of EUR 150, plus a flat compensation of 10% of the outstanding amount. Each commenced month counts as a full month. Akwazi may suspend all Services until full payment is received and may claim recovery costs per Belgian law of 2 August 2002.
9.5 Deviations from these payment terms are only valid with prior written consent.
9.6 If justified by the Client’s financial status or payment behavior, Akwazi may demand prepayment. Failure to comply allows Akwazi to suspend Service delivery.
10. Ownership
10.1 Except for information provided by the Client, all Intellectual Property Rights in deliverables provided by Akwazi shall remain the sole property of Akwazi.
10.2 Unless explicitly stated otherwise in the Offer or a written agreement signed by both Parties, no rights are transferred to the Client concerning the systems, programs, working methods, or other tools used or developed by Akwazi. The Client shall not claim ownership over any techniques, methodologies, or ideas applied.
10.3 Akwazi is not obligated to verify the source, legal validity, or authenticity of data provided by the Client.
10.4 Hardware remains the property of Akwazi until full payment of the relevant invoice. However, the Client assumes all risks from the moment of delivery.
10.5 Notwithstanding any provisions in this section or the confidentiality section, the Client acknowledges that Akwazi may develop or gain skills, knowledge, ideas, or general experience while providing the Services. The Client agrees that Akwazi may use and disclose such general experience in the course of its business.
10.6 All Intellectual Property Rights and other proprietary rights in materials provided by the Client for the performance of the Services shall remain with the Client.
11. Confidentiality
11.1 Both the Client and Akwazi undertake to maintain the confidentiality of all trade secrets, business secrets, and any personal or confidential information obtained before or during the term of the Agreement.
11.2 This confidentiality obligation applies to the Parties' own confidential information as well as that of clients, prospects, suppliers, and affiliated companies. Information concerning equipment, software, and their operation, as well as client-related operational data, is considered confidential. Exceptions apply to publicly known information or if prior written consent for disclosure has been granted.
11.3 This confidentiality obligation remains in effect for five (5) years following termination of the Agreement.
12. Personal Data
12.1 Personal data is processed in accordance with Akwazi’s Privacy Policy as published and updated on its website: https://www.akwazi.com/privacy-policy/
13. Publicity
13.1 Akwazi may include the Client in its reference list and may use a brief description of the Services, including the Client’s name, brand, and logo, for marketing and PR purposes, provided this does not breach the confidentiality obligations stated in these Terms.
14. Limitation of Liability
14.1 Any delay in the provision of the Services shall not entitle the Client to compensation. Akwazi is not liable for (partial) non-performance resulting from the inherent limitations of the assignment or restrictions imposed by a court, government, or other authority.
14.2 Akwazi's obligations under the Agreement are best-effort commitments. Liability for damages arising from non-compliance must be proven and shall be limited to EUR 250,000 in total across all Agreements, or the amount covered by insurance if lower.
14.3 Akwazi shall never be liable for indirect damages such as loss of profits, financial losses, data or software loss, or third-party claims, even if forewarned of such risks.
14.4 This limitation prevails over conflicting provisions in other agreements unless explicitly agreed otherwise in writing.
15. Hiring of Personnel
15.1 The Client may not employ or otherwise engage Akwazi Personnel during the term of the Agreement and for one year thereafter without prior written approval from Akwazi.
15.2 In the event of a breach, the Client shall pay liquidated damages equal to the daily rate multiplied by one hundred and ten (110) days.
15.3 The Client acknowledges that this clause is essential, and any breach causes material damage to Akwazi. The above compensation is deemed fair and without prejudice to Akwazi’s right to claim actual damages.
16. Term and Termination
16.1 The duration of the Services is defined in the Offer.
16.2 The Agreement enters into force on the date the Offer is signed by both Parties, unless otherwise stated.
16.3 The Client may terminate the Agreement early only after written notice of default, providing a two (2) month remedy period.
16.4 In case of early termination by the Client, Akwazi is entitled to compensation for losses and payment for Services rendered up to receipt of the termination notice.
16.5 Akwazi may terminate the Agreement early in the event of fraud or material breach by the Client, with the full contract value becoming immediately payable.
17. Force Majeure
17.1 Force majeure includes all events beyond a Party’s reasonable control, such as government actions, terrorism, riots, war, natural disasters, power outages, pandemics, strikes, or infrastructure failures.
17.2 Failure by Akwazi to fulfill its obligations due to force majeure shall not constitute a breach. If the event causes or is expected to cause more than three (3) months of delay, either Party may terminate the Offer or Agreement by written notice.
17.3 Force majeure shall not justify suspension of payment obligations or unilateral termination by the Client.
18. Miscellaneous
18.1 If any provision of the Agreement or these Terms is declared invalid by a court, the remainder shall remain unaffected. The Parties shall interpret the invalid provision in light of the other terms.
18.2 Akwazi may amend these Terms with prior notice. Changes take effect on the communicated effective date or, if not specified, upon notification.
18.3 This Agreement is governed by Belgian law. The courts of Ghent, Belgium, have exclusive jurisdiction over any disputes.