General Terms and Conditions

IT solutions, cloud, cybersecurity, connectivity and IT services

Novoffice Global IT SRL Office & Showroom: Avenue des Communautés 110, B-1200 Woluwe-Saint-Lambert Registered office: Rue du Fond Cattelain 2 bte 2/2, B-1435 Mont-Saint-Guibert T +32 2 897 50 00 – globalit@novoffice.be – novoffice.be VAT BE 0423 750 141 – BNP BE07 2100 9341 2466

These general terms and conditions constitute the contractual framework applicable to the sale of computer equipment, software licenses and subscriptions, consulting and integration services, installations, support and maintenance services, cloud services, backup, cybersecurity and connectivity provided by Novoffice Global IT SRL, hereinafter “the Supplier”.

1. SCOPE AND FORMATION OF CONTRACT

1.1. These conditions apply to any offer, order, sale, assignment, installation, intervention, service or performance by the Supplier intended for a client acting primarily for professional purposes, within the scope of the Supplier’s own activity described above.
1.2. Any order or use of a service implies acceptance of these conditions. The client’s conditions apply only if expressly accepted in writing and in advance by the Supplier.
1.3. Quotations, estimates and proposals are established on the basis of available information. Unless otherwise stated, they bind the Supplier only after written acceptance of the order or commencement of performance.
1.4. Accepted orders are irrevocable, subject to any mandatory provisions that may apply.
1.5. If any provision is null or unenforceable, the other provisions remain in force.

2. OFFERS, PRICES AND ORDERS

2.1. Prices are expressed in euros excluding VAT, taxes, contributions, transport, travel, installation and other fees, unless otherwise stated.
2.2. Prices for materials, components, licenses, subscriptions or third-party services may be adjusted before delivery or renewal when a manufacturer, distributor, publisher, operator or other third-party supplier changes its rates, conditions or applicable costs. The client is informed of this to the extent reasonably possible.
2.3. Any change to the scope, quantities, prerequisites, timelines, place of intervention or specifications requested by the client may result in a revision of the price and schedule.
2.4. Unless otherwise agreed, a deposit may be requested at the time of order. Special, customized, configured or specifically committed orders may be invoiced in whole or in part before delivery.

3. DELIVERY, INSTALLATION AND ACCEPTANCE

3.1. Communicated timelines are indicative unless expressly committed in writing. A delay attributable to a manufacturer, publisher, carrier, operator, cloud provider or other third party beyond the Supplier’s reasonable control does not, in itself, constitute fault on the part of the Supplier.
3.2. Risks related to equipment are transferred to the client upon delivery or provision.
3.3. The client provides in a timely manner the access, information, accounts, authorizations, electrical power, connectivity, facilities and technical prerequisites necessary.
3.4. An installation or intervention is deemed accepted upon signature of the intervention report, upon commissioning or, failing a detailed written reservation, within three working days of its completion.
3.5. Any additional intervention caused by incomplete information, non-compliant infrastructure or third-party intervention may be invoiced.

4. COMPUTER EQUIPMENT AND WARRANTIES

4.1. Characteristics, illustrations and technical datasheets are indicative and may change according to manufacturers.
4.2. Unless expressly stated otherwise by the Supplier, the equipment benefits from the manufacturer’s warranty according to its conditions, durations, exclusions and RMA procedures.
4.3. In particular, the following are excluded from the warranty: misuse, shock, liquid, overvoltage, electrical defect, inadequate environment, normal wear, consumables, unauthorized intervention, unapproved hardware or software modification and damage attributable to a third-party product.
4.4. No material may be returned without prior agreement from the Supplier and, where applicable, return/RMA number.

5. IT SERVICES, SUPPORT AND MAINTENANCE

5.1. Unless a written SLA exists, the Supplier’s services are best-effort obligations. Announced response or resolution times are indicative.
5.2. Support or maintenance contracts cover only equipment, software, users, sites and services expressly identified.
5.3. Services outside the scope, outside business hours, urgent, on-site, or made necessary by a change by the client or a third party are billed separately.
5.4. The client designates authorized contacts and cooperates reasonably in the diagnosis, testing and resolution of incidents.

6. SOFTWARE, LICENSES, CLOUD AND THIRD-PARTY SERVICES

6.1. Software, cloud services, subscriptions, telecommunications and other third-party services remain subject to the licenses, terms of use, security policies, availabilities and pricing conditions of their publishers or operators.
6.2. The Supplier may act as a reseller, integrator or intermediary and cannot guarantee functionality, availability or continuity that depends solely on a third party.
6.3. The client complies with applicable license metrics, user limitations, devices, capacities, territories and durations.
6.4. Unless otherwise agreed, renewable subscriptions are invoiced according to the periodicity provided for in the contract and the rates applicable at renewal.
6.5. Pre-existing developments, scripts, configurations, documentation or methods of the Supplier remain its property.

7. DATA, BACKUPS, CYBERSECURITY AND GDPR

7.1. The client remains responsible for its data, their legality, their classification, its access policies and the retention of necessary backups, unless a service is expressly entrusted to the Supplier.
7.2. When a backup service is contracted, its scope, frequency, retention, restoration tests and exclusions are those defined in the contract.
7.3. The client applies reasonable security measures, including access management, passwords, administrator accounts, updates and, where relevant, multi-factor authentication.
7.4. The Supplier implements reasonable technical and organizational measures without being able to guarantee the absolute absence of incident, attack, malware, data loss or unavailability.
7.5. Where required, the parties enter into a data processing agreement compliant with applicable regulations.
7.6. The client authorizes the use of technical subcontractors necessary for the performance of the services.

8. RETENTION OF TITLE

8.1. Equipment sold remains the property of the Supplier until full payment of the price, accessories, interest and costs included.
8.2. Until full payment, the client may not assign, pledge or encumber the equipment without written consent from the Supplier and must inform the Supplier of any seizure or claim by a third party.
8.3. Transfer of risks to the client occurs independently of transfer of ownership. Any licenses and usage rights do not transfer any intellectual property rights in the software concerned.

9. INVOICING AND PAYMENT

9.1. Unless otherwise agreed, invoices are payable according to the due date indicated on the invoice, without discount, to the Supplier’s bank account mentioned on it.
9.2. Any invoice dispute must be substantiated and submitted in writing within eight days of its date. The undisputed portion remains payable at the due date.
9.3. In case of late payment, interest and damages provided for in the contract and applicable Belgian law for commercial transactions are owed of right, without prejudice to reasonable recovery costs.
9.4. Any failure to pay authorizes the Supplier, after compliance with any mandatory rules, to suspend deliveries, services, interventions or renewals until settlement.
9.5. Invoices may be issued and kept electronically.

10. DURATION, RENEWAL AND TERMINATION

10.1. The duration of each service, subscription, maintenance, lease or fixed-term commitment is that indicated in the offer or particular contract.
10.2. The terms of renewal and notice are those indicated in the particular contract or, for third-party services, those imposed by the relevant supplier and communicated to the client.
10.3. In case of material breach not remedied within a reasonable period after notice, either party may terminate the contract, without prejudice to its other rights.
10.4. In case of early termination attributable to the client of a fixed-term commitment, amounts already due remain payable as well as non-recoverable costs and commitments to third parties incurred for the client, without prejudice to compensation for damage actually suffered within the limits permitted by law.
10.5. At the end of the contract, return, removal, reversibility, migration, export or restoration services that are not included in the contract are billable.

11. LIABILITY

11.1. The Supplier is liable only for proven direct damage resulting from a contractual breach attributable to it, subject to liabilities that cannot legally be excluded or limited.
11.2. To the extent permitted by law, excluded are indirect damages such as loss of revenue, profit, customers, opportunity, reputation, expected savings or business interruption.
11.3. Except in cases of fraud or other cases where a limitation would be legally prohibited, the Supplier’s total liability for any event is limited to the amount excluding VAT paid for the good or service directly concerned or, for a recurring service, to fees paid for the three months preceding the harmful event.
11.4. The Supplier is not liable for failure caused by the client’s infrastructure, misuse, unapproved modification, third-party intervention, a manufacturer, publisher, operator, Internet service or force majeure.
11.5. The client must notify any incident that may engage the Supplier’s liability within a reasonable period and take necessary measures to limit its damage.

12. FORCE MAJEURE AND THIRD-PARTY DEPENDENCIES

12.1. Neither party is responsible for a delay or non-performance resulting from an event beyond its reasonable control, including widespread outage, unavailability of a manufacturer, publisher, operator or supplier, shortage, logistics delay, major cyberattack, embargo, conflict, fire, disaster, external strike or government decision.
12.2. Performance is suspended for the duration of the impediment. If it continues such that continuation of the contract becomes unreasonable, the parties consult on its continuation or termination.

13. CONFIDENTIALITY AND DATA

13.1. Each party treats as confidential technical, commercial, financial and organizational information received from the other party and uses it only for the performance of the contractual relationship.
13.2. This obligation does not apply to public information, already legitimately known, lawfully received from a third party or whose disclosure is required by law or competent authority.
13.3. When the Supplier processes personal data on behalf of the client, the parties comply with applicable regulations and enter into, where required, a data processing agreement.

14. ASSIGNMENT AND SUBCONTRACTING

14.1. The client may not assign the contract without prior written consent from the Supplier.
14.2. The Supplier may use specialized subcontractors and assign receivables or payment rights, in compliance with applicable legal obligations.

15. COMMUNICATIONS AND PROOF

15.1. Contractual communications may validly be carried out by email to the addresses communicated by the parties, unless a particular form is required by law or contract.
15.2. Accepted offers, purchase orders, delivery notes, intervention or acceptance reports, technical reports, tickets, statements, emails and electronic records may serve as evidence, subject to proof to the contrary.

16. APPLICABLE LAW AND JURISDICTION

16.1. The contract is governed by Belgian law.
16.2. Subject to mandatory rules of jurisdiction, any dispute falls within the jurisdiction of the competent courts of the judicial district of Walloon Brabant, corresponding to the Supplier’s registered office at Mont-Saint-Guibert. The Supplier retains the right to take action before any other competent court when the law permits.

17. FINAL PROVISIONS

17.1. Particular conditions, quotations, specifications, purchase orders, service or maintenance contracts and schedules that are accepted form part of the agreement. In case of contradiction, the particular conditions expressly agreed prevail over these general conditions.
17.2. A party’s failure to exercise a right does not constitute a waiver of that right.
17.3. Any substantial modification or derogation must be established or communicated in accordance with the contract and applicable legislation.
VALIDATION NOTE: Harmonized B2B contract project within the Novoffice universe. Sensitive clauses, in particular payment, limitation of liability, retention of title, termination and territorial jurisdiction, must be validated by Belgian legal counsel before publication.