PE3Q GENERAL TERMS & CONDITIONS
1. Introduction
1.1 These General Terms and Conditions (“Terms”) govern the provision of services by PE3Q BV, a company duly organized and existing under the laws of Belgium, having its registered office at Philipssite 5, Entrance B, PO box 1, 3001 Heverlee, Belgium and registered with the Crossroads Bank for Enterprises under number 0781.440.314 (“PE3Q”), to its clients (“Client”).
1.2 By engaging PE3Q, Client agrees to these Terms.
2. Definitions
2.1 The following concepts used in these Terms shall have the following meaning:
(a) “Client” shall have the meaning set forth in Clause 1.1;
(b) “Confidential Information” shall mean all information, in any form, deemed or reasonably presumed to be private, confidential, or of such nature that its disclosure could result in harm, including without limitation trade secrets, business strategies, and other sensitive information disclosed or made available over the course of the Project;
(c) “Deliverables” shall mean technical documentation serving as a record or evidence of a certain technical solution, commonly used as specifications for tendering and purchasing or compliance purposes;
(d) “Disclosing Party” shall have the meaning set forth in Clause 4.2;
(e) “Force Majeure” shall refer to any event or circumstance beyond the reasonable control of either Party, including but not limited to natural disasters (such as floods, earthquakes, hurricanes), wars, acts of terrorism, civil disturbances, acts of government, pandemics, labour strikes (excluding strikes involving PE3Q’s employees), or disruptions in telecommunications and utilities, that prevents PE3Q, Client, or both from fulfilling their contractual obligations;
(f) “Indemnified Party” shall have the meaning set forth in Clause 5.5;
(g) “Indemnifying Party” shall have the meaning set forth in Clause 5.5;
(h) “Intellectual Property Rights” shall mean patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
(i) “Terms” shall refer to these General Terms and Conditions;
(j) “Party” shall refer to PE3Q or Client and “Parties” shall refer to PE3Q and Client;
(k) “PE3Q” shall have the meaning set forth in Clause 1.1; and
(l) “Project” shall mean the services requested of PE3Q by Client under the applicable Service Order, including the Deliverables;
(m) “Receiving Party” shall have the meaning set forth in Clause 4.2;
(n) “Service Order” shall mean the document that describes the conditions for a specific Project, which shall include at least the services, the fees, the term of the relevant Project and the contact persons of both Parties; and
(o) “Website” shall refer to https://pe3q.com.
3. The Project
Assignment and execution
3.1 Client assigns PE3Q the Project described in the Service Order.
3.2 Client guarantees the accuracy and completeness of the information provided in the Service Order and assumes full liability for any damages resulting from Client’s failure to deliver timely, accurate, or complete information.
3.3 PE3Q shall use its best efforts to execute the Project in a timely and complete manner, in accordance with applicable laws and industry practices.
3.4 The place of performance will be jointly determined by the Parties, taking into account the nature of the task and PE3Q’s availability. To the extent that PE3Q performs part of the Project in the premises of Client, Client shall ensure safe and timely access to such premises.
3.5 PE3Q will organise its activities for the execution of the Project at its own discretion. However, insofar as this is necessary for the execution of the Project, coordination with Client may take place.
3.6 Although Client may give directions and instructions regarding the outcome of the Project, PE3Q shall in no way perform the agreed upon activities under supervision or direction of Client.
3.7 Client acknowledges that periodic updates may be released by PE3Q. These updates will require a new purchase, unless otherwise agreed upon. For specific needs, Client may negotiate an individual contract with PE3Q.
3.8 Client expressly agrees that PE3Q also executes projects for other clients.
Website specific provisions
3.9 Client may register for an account to access downloadable content by following the steps set forth on the Website. Client is responsible for maintaining the confidentiality of their account information and for all activities occurring on their account.
3.10 Client may delete its account by following PE3Q’s account deletion process, as indicated on the Website.
3.11 All downloadable content is intended for Client’s personal use only, and cannot be provided or disclosed to any third parties, unless explicitly stated otherwise.
Right of withdrawal and refund for paid content
3.12 Client expressly consents to the commencement of execution of the Project during the statutory withdrawal period and acknowledges that its right of withdrawal lapses once the execution of the Project has begun.
3.13 To the maximum extent permitted by applicable law, PE3Q shall not refund the Client for the provided services or digital products, unless the Client has presented PE3Q with a written legitimate complaint. Any refunds will be at PE3Q’s sole discretion.
4.1 The Parties, including their employees, agents and subcontractors engaged for the execution of the Project, shall maintain the confidentiality of all Confidential Information received from each other, in any form.
4.2 A Party (“Receiving Party”) may only use the Confidential Information of the other Party (“Disclosing Party”) for the purposes of and in accordance with these Terms and the Service Order. The Receiving Party shall ensure that all users of the Confidential Information are bound to hold all Confidential Information in confidence to the standard required under these Terms.
4.3 The Parties may disclose Confidential Information in the following cases:
(a) the Confidential Information was part of the public domain prior to its disclosure, or subsequently becomes public otherwise than through a breach of these Terms;
(b) the Confidential Information has been or is subsequently received by the Receiving Party from a third party which is under no confidentiality obligation in respect of that information;
(c) the Confidential Information has been or is subsequently independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or
(d) the Confidential Information must be disclosed in compliance with a legal obligation, court order, or other order from a competent authority (in which case the Receiving Party shall give the Disclosing Party prompt advance written notice of the disclosure).
4.4 A breach of this Clause 4 shall result in a penalty payment of EUR 5.000 per incident and EUR 250 for each continued day of breach.
4.5 This Clause 4 shall remain in full force and effect notwithstanding any termination or expiration of these Terms for a period of five years after such termination or expiration.
5. Intellectual property rights
Pre-existing or independently developed Intellectual Property Rights
5.1 Each Party retains all Intellectual Property Rights on materials that it provides to the other Party and that were owned by such Party prior to any Service Order and/or were independently developed from any Project.
5.2 Each Party grants a non-exclusive license to the other Party to use the Intellectual Property Rights set out in Clause 5.1 for purposes of (i) the provision of the Project (in case of Intellectual Property Rights owned by Client), or (ii) the receipt of the Project (in case of Intellectual Property Rights owned by PE3Q).
5.3 Neither Party shall redistribute or alter any of the other Party’s pre-existing or independently developed Intellectual Property Rights without such Party’s prior written consent.
Intellectual Property Rights developed by PE3Q for Client in the context of the Project
5.4 In case PE3Q develops Intellectual Property Rights for Client in the context of the Project:
(a) for any Intellectual Property Rights exclusively developed for, and paid for by, Client in the context of the Project, PE3Q shall transfer the ownership of such Intellectual Property Rights to Client (and Client shall grant a non-exclusive license to PE3Q to use such Intellectual Property Rights for the provision of the Project). Insofar as legally possible, PE3Q also explicitly waives its moral rights on such Intellectual Property Rights;
(b) for any other Intellectual Property Rights developed by PE3Q in the context of the Project, PE3Q shall retain the ownership of such Intellectual Property Rights and shall grant a license on such Intellectual Property Rights to Client for the receipt of the Project; and
(c) Client may not redistribute or alter any Intellectual Property Rights developed by PE3Q in the context of the Project without PE3Q’s prior written consent.
Indemnification
5.5 Each Party (“Indemnifying Party”) shall, at its own expense, defend or settle any action brought against the other Party (“Indemnified Party”) for infringement of a third party’s Intellectual Property Rights caused by the Indemnified Party’s use of the Indemnifying Party’s Intellectual Property Rights for the execution or use of the Project.
5.6 After prompt notification by the Indemnified Party, the Indemnifying Party will indemnify the Indemnified Party against any and all losses, costs (including reasonable legal costs), damages, liabilities, claims, and expenses caused by such an infringement.
6. Liability
6.1 The total aggregate liability of each Party arising from negligence, breach of contract or otherwise under or in connection with this Agreement, is limited to twelve months of fees (or, in case of Projects with a duration of less than twelve months, the total fees for such Project).
6.2 PE3Q shall not be liable for any indirect damages, including but not limited to consequential damage, lost profit, lost revenues, loss of anticipated savings, loss of data, loss of reputation, loss of goodwill and business interruptions.
6.3 PE3Q shall not be liable for any damages or losses resulting from downtime due to technical issues, maintenance, or other unforeseen circumstances. Client acknowledges that occasional downtime may occur and agrees that PE3Q’s liability is limited to the extent permitted by applicable law. PE3Q will use commercially reasonable efforts to minimize downtime and restore services promptly.
6.4 Without prejudice to Clauses 9.1, 9.2, and 9.3, neither Party shall be liable for losses or damages caused by Force Majeure.
6.5 Notwithstanding any other provision of these Terms, neither Party limits its liability for (i) fraud or intentional failure, (ii) damage to tangible property, or (iii) death or bodily injury.
6.6 PE3Q does not warrant the accuracy, completeness, or compatibility of digital content. Client assumes all responsibility for verifying the content’s suitability for its needs and system requirements. PE3Q shall not be liable for any damages or losses arising from Client’s use or inability to use the digital content or for any change in production parameters or quality of performance due to the Client’s use of the Project. Unless otherwise agreed upon between the Parties for a specific Project, PE3Q shall not provide a performance guarantee.
6.7 The Project executed by PE3Q, including the Deliverables provided to the Client directly or through the Website, has been designed in accordance with current technical practice and good engineering practice available at the time. It takes into account the specified industry sector, the nature of the process or operation, best available techniques (as defined in the IPPC Directive of the European Parliament and of the Council concerning integrated pollution prevention and control) and specific technical directives and standards. The degree of compliance with the above points is indicated separately for each Deliverable and it is the sole responsibility of the Client to assess the Deliverable’s compliance with the above points.
6.8 Unless otherwise agreed upon between the Parties and subject to local law, PE3Q shall not provide a declaration of conformity. In any case, such declaration shall not exclude the mandatory involvement of a notified body or other recognized authority.
7. Payment, compensation and invoicing
7.1 Client shall pay PE3Q the fees set out in the Service Order.
7.2 In addition to the agreed fees, Client shall reimburse PE3Q for the effective costs associated with the execution of its order and upon presentation of supporting documents attached to PE3Q’s invoices. This includes travel and lodging costs, which will be charged as incurred.
7.3 PE3Q will send Client a monthly invoice for work performed based on approved timesheets. Client shall pay the invoiced amount within fifteen (15) days of receipt of the invoice.
7.4 PE3Q currently accepts the following payment methods: (i) VISA and (ii) PayPal. Additional payment methods may be introduced at a later stage, upon prior written notification. PE3Q shall employ industry-standard security measures to protect user data during transactions.
8. Term and termination
8.1 The Project will continue for the period set out in the Service Order. Any extension of the project is subject to mutual written agreement.
8.2 PE3Q and Client can both terminate the Service Order with one month’s prior written notice. If Client terminates the Service Order prior to the normal expiry date, it shall compensate PE3Q for any costs it incurs as a result of such termination.
8.3 Without prejudice to Clause 8.2, each Party can terminate a Service Order with immediate effect and / or suspend its obligations under a Service Order if the other Party:
(a) is in material breach of these Terms and/or the Service Order and has not remedied such breach within thirty (30) calendar days from being notified in writing thereof; or
(b) becomes insolvent, applies for bankruptcy, or an order is made or a resolution passed for the bankruptcy, liquidation, administration, winding-up or dissolution of the other Party (otherwise than for the purposes of a judicial composition, solvent amalgamation or reconstruction) or a trustee, liquidator, administrator or similar officer is appointed over all or any substantial part of the assets of the other Party or anything similar to the foregoing occurs.
8.4 Upon the expiry or termination of any Service Order for whatever reason:
(a) Client shall pay to PE3Q all invoices it has received or may receive in relation to the Service Order;
(b) each Party must, as required by the other Party, return or destroy all Confidential Information (and may not make or retain copies of any Confidential Information), and confirm in writing to the other party that such return or destruction has occurred.
9. Miscellaneous
Force Majeure
9.1 The Party affected by a Force Majeure event shall promptly notify the other Party in writing upon the occurrence of such event, detailing its nature, anticipated duration, and its effect on that Party’s ability to perform its obligations under these Terms.
9.2 The affected Party’s contractual obligations shall be suspended for the duration of the delay caused by the Force Majeure event. However, the affected Party’s obligation to make payments shall not be suspended.
9.3 The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as reasonably possible.
Subcontracting
9.4 PE3Q reserves the right to engage subcontractors as appropriate. PE3Q shall remain liable for the acts of such subcontractors as if such acts were its own.
Non-compete and non-solicitation
9.5 During the term of a Service Order and for a period of two (2) years thereafter, Client shall not, without PE3Q’s prior written consent, directly or indirectly solicit, engage, employ or in any way work with any employee, subcontractor, or other associated personnel of PE3Q.
9.6 Client shall not offer, stipulate, or accept any rewards, commissions, or any benefits in kind intended to influence or reward actions or decisions of PE3Q related to services provided under these Terms, without PE3Q’s prior written consent.
Data protection
9.7 Each Party shall comply with applicable data protection law, including the General Data Protection Regulation 2016/679.
9.8 The Parties do not intend PE3Q to act as a data processor for Client. To the extent PE3Q would at some point act as a data processor for Client, the Parties will conclude a data processing agreement that includes the provisions required under article 28 of the General Data Protection Regulation.
Governing law and disputes
9.9 All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of these Terms shall be governed by and construed in accordance with Belgian law, and no effect shall be given to any other choice of law or conflict of laws rules or provisions (Belgian, foreign or international), that would cause the laws of any other jurisdiction to be applicable.
9.10 Any disputes arising out of or in relation with these Terms or any other agreement concluded between the Parties shall be subject to the exclusive jurisdiction of the courts of Brussels. The Parties hereby irrevocably submit to the jurisdiction of such courts for the purpose of any suit, action, or other proceeding arising out of or based upon these Terms or any other agreement concluded between the Parties.
9.11 Client shall be solely responsible for ensuring compliance with all applicable local, state, and federal laws and regulations. PE3Q shall not be held liable for any legal issues arising from the Client’s failure to comply with such laws. Client agrees to indemnify and hold PE3Q harmless from any claims, damages, or expenses resulting from non-compliance.
Notice
9.12 Any notice or other document to be given by any Party in connection with these Terms must be delivered to the Parties’ contact persons as set out in the Service Order.
Severability
9.13 If any term or other provision of these Terms is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions or provisions of these Terms shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify these Terms so as to effect the original intent of the Parties as closely as possible.
No waiver
9.14 No delay or failure by either Party to exercise any of its powers, rights or remedies under these Terms shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. To be effective, any waiver must be in writing.
Amendment
9.15 PE3Q may amend these Terms with thirty (30) days’ prior notice to Client. For the avoidance of doubt, an amendment of the Terms does not require the prior agreement of Client.
9.16 Any amendment of a Service Order (including any change in the services to be provided as part of the Project) shall be subject to the written agreement of both Parties, not to be unreasonably withheld or delayed.
Order of precedence
9.17 The Service Order shall be subject to these Terms. In case of a contradiction between the Terms and the Service Order, the Service Order shall prevail.