General Terms and Conditions Debruyn Consultancy

Last updated: 2025-09-21 22:14:00 +0200 +0200

Definitions

Consultant: The independent consultant, named Debruyn Consultancy BV, located at Heistse Bossen 4/11, 2220 Heist-op-den-Berg, Belgium, registered under Belgian VAT number BE1005.244.553.

Client: The organization or individual who purchases the Consultant’s Services.

Services: The Services provided by the Consultant as described in the quotation and/or agreement.

Parties: The Client and the Consultant.

Agreement: Any written arrangement between the Consultant and the Client regarding the provision of Services by the Consultant.

Applicability

These general terms and conditions apply to all quotations, agreements, and the provision of Services by the Consultant unless expressly agreed otherwise in writing.

Deviations from these general terms and conditions are only valid if they have been agreed upon in writing between the Consultant and the Client.

Quotations and Agreements

All quotations from the Consultant are without obligation and valid for 30 (thirty) calendar days unless otherwise stated.

The Agreement is established once the Client accepts the Consultant’s quotation in writing.

Changes to the original Agreement are only binding if they have been confirmed in writing by both Parties.

Execution of Services

The Consultant shall execute the Services to the best of their knowledge and ability in accordance with the standards of good workmanship.

The Consultant determines the manner and by which person(s) the Services are performed.

The Consultant will provide the Services in full independence from the Client and will schedule activities at their own discretion.

The Client explicitly renounces any right to exercise authority over the Consultant or the Consultant’s governing bodies, employees, or appointees in a way that could create a relationship of subordination. This Agreement does not establish any agency, partnership, or employment relationship between the Parties.

The Consultant ensures compliance with all legal provisions applicable to them and their governing bodies, employees, or appointees, including but not limited to VAT regulations, social security provisions for self-employed individuals and employees, and registration with the Belgian Crossroads Bank for Enterprises.

If the Client delays the execution of the Services, the Consultant is entitled to adjust the agreed-upon term and/or compensation.

Compensation and Payment

The Client shall pay the Consultant for the performed Services according to the rates stated in the quotation or Agreement.

All prices communicated by the Consultant are in euros, excluding VAT (unless stated otherwise) and any other statutory levies or government-imposed charges, unless explicitly mentioned otherwise.

Payment must be made within 30 (thirty) calendar days from the invoice date unless otherwise agreed.

Any objection regarding an invoice must be sent by registered mail to the address of Debruyn Consultancy BV within 7 (seven) calendar days of the invoice date. If no timely objection is received, the invoice shall be deemed accepted, and later objections will not be considered. Any objection does not suspend the Client’s payment obligation.

In case of non-payment on the due date, the outstanding amount shall automatically be increased by the interest specified in Article 5 of the Belgian Law of August 2nd, 2002 on combating late payment in commercial transactions, and a compensation of 10% with a minimum of 40 euros, without prejudice to other rights of the Consultant, including the right to suspend the further execution of Services.

All costs, both judicial and extrajudicial, incurred by the Consultant due to the Client’s failure to meet their payment obligations, shall be borne by the Client.

Confidentiality and Intellectual Property

Both Parties undertake to handle the information received under this Agreement with strict confidentiality. They also commit to keeping all information designated as confidential or reasonably considered confidential secret from third parties both during the Agreement’s duration and after its termination, and not to use it for their own benefit or that of any other person or entity, other than the disclosing party.

Both Parties ensure that the obligations set out in this article will be adhered to under the same conditions by their governing bodies, employees, and appointees.

This confidentiality obligation does not apply to information that:

• Was already in the possession of the party disclosing it at the time of receipt;

• Is or becomes public knowledge;

• Was obtained from a third party who was not under a confidentiality obligation.

All works developed by the Consultant, including but not limited to software, reports, designs, documentation, remain the property of the Consultant unless otherwise agreed in writing.

Liability

The Consultant is only liable for direct damages resulting from intent or gross negligence.

The liability of the Consultant is limited to the amount invoiced by the Consultant for the Services in the last 6 months.

The Consultant is not liable for indirect damages, including consequential damages, lost profits, missed savings, and damages due to business interruption.

Duration and Termination

The Agreement is entered into for the duration specified in the quotation or Agreement and can be terminated early by either Party with a notice period of 30 (thirty) calendar days, without the terminating Party being required to provide a reason. The notice period starts three (3) calendar days after sending a registered letter to the other Party.

During the notice period, the rights and obligations of both Parties remain unchanged.

Upon termination, the provisions regarding payment, confidentiality, and liability remain in force.

The Agreement can be terminated immediately and without notice or compensation by either Party via registered letter in the following cases:

• In the event of a serious contractual breach by the other Party, including violations of this Agreement's provisions or failure to fulfill Services if not remedied within one month after a formal notice;

• If the other Party is subject to dissolution, bankruptcy, liquidation, or becomes insolvent or relinquishes all or a significant part of their assets.

Force Majeure

In the event of force majeure, the Consultant is entitled to suspend the execution of the Agreement or terminate it without any obligation for compensation.

Force majeure includes circumstances preventing the execution of the Agreement and beyond the Consultant’s control, such as extreme weather conditions, fire, floods, strikes, and other unforeseen circumstances.

Nullity

The nullity of one or more clauses of the Agreement does not entail the nullity of the rest of the Agreement. Both Parties undertake to replace the null and void clause(s) with a legally valid clause or clauses that will correspond to the original intention of the Parties and the spirit of the Agreement, or will approximate it as closely as possible.

Applicable Law and Disputes

All legal relations involving the Consultant are exclusively governed by Belgian law.

Parties agree to first attempt to resolve any disputes amicably regarding the validity, conclusion, interpretation, and/or execution of the Agreement.

Disputes arising from or related to the Agreement shall be submitted to the courts of the judicial district of Antwerp, Belgium.

General Provisions

These general terms and conditions are part of every quotation and will be provided upon request.

Unless explicitly stated otherwise, any communication and/or notification addressed to one of the Parties shall be validly made by email and/or registered mail sent to the persons and addresses specified in the quotation.

By agreeing to a Quotation or Agreement, the Client accepts these general terms and conditions.