General terms & conditions for Belgium

A. GENERAL PROVISIONS

Scope of application
1. These general terms and conditions (the “Terms and Conditions”) apply to all deliveries of Services and/or Goods and/or Deliverables and all offers and/or Agreements related thereto, provided by Springbok NV, a company incorporated under Belgian law, with its registered office at Bautersemstraat 68, 2800 Mechelen in Belgium and registered with the Crossroads Bank for Enterprises under number 0825.381.710 (RPR Antwerpen, Mechelen division) and all Affiliated Companies of Springbok Group BV, a company incorporated under Belgian law, with its registered office at Bautersemstraat 68, 2800 Mechelen in Belgium and registered with the Crossroads Bank for Enterprises under number 0745.681.362, Antwerp (Antwerp division) (hereinafter jointly referred to as “Springbok”). Only the company that prepares the offer and/or enters into the Agreement or, in the absence of an offer or Agreement, supplies the Services, Goods or Deliverables, is liable, without any joint and several liability on the part of its Affiliated Companies. The Terms also apply to any non-contractual obligation or liability of Springbok arising from the provision of Services, Goods or Deliverables.
2. These Conditions apply to the exclusion of all other general or special terms and conditions communicated at any time by the party acquiring or receiving any of the Services and/or Goods and/or Deliverables referred to in Article 1.1 (hereinafter the “Customer”) and even if those conditions stipulate that only these apply, unless Springbok has expressly accepted any deviating conditions in writing. Unless expressly agreed otherwise, any deviation only applies to the specific offer, Agreement, order or delivery for which this deviation was agreed. In case of contradiction between the special conditions agreed with the Customer and the Conditions, the special conditions agreed in writing with the Customer shall prevail.
3. By making an appointment, the Customer confirms that he has taken note of the Terms and Conditions and that he is irrevocably bound by them.
4. With respect to Springbok, the Conditions always concern best efforts obligations, not obligations of result.
Definitions and Interpretation
1. In these Terms, the following defined terms have the following meanings:
  1. Background Rights: means all Intellectual Property Rights that, before the date on which the Agreement was concluded, were already owned by Springbok, licensed by Springbok or otherwise already owned by it, or that were developed by Springbok during the cooperation between the Parties but independently of this cooperation.
  2. Content: means the message as sent through any Software used by Springbok via online, e-mail and/or mobile communication channels.
  3. Data : means the data/personal data and other data and/or designs provided by the Customer to Springbok for the performance of the Services.
  4. Deliverables: means any Services, solutions, websites, documentation, productions or other deliverables that Springbok provides to Customer under an Agreement.
  5. Services: means the services provided by Springbok to the Customer pursuant to an Agreement.
  6. Goods: means the goods or products that Springbok supplies to the Customer under an Agreement.
  7. Intellectual Property Rights: means all intellectual, industrial and other proprietary rights, including copyrights, related rights, trademarks, trade names and logos, models, software programs, manuals and other documentation, know-how, all elements of text, images, photographs, multimedia and audiovisual materials and the "look and feel" of Deliverables.
  8. Agreement: means any agreement, quote or any other document between the Customer and Springbok for the performance of an assignment. These Terms form part of such agreement, in addition to the specific terms of the agreement. These Terms apply to such agreement.
  9. Parties: means Springbok, the Customer and any other person who is party to an Agreement if applicable
  10. Software : means the software, application(s), interface, used by Springbok or made available to the Customer by or on behalf of Springbok. website, virtual environment, data files, equipment or other materials, expressly not including the Data.
  11. Rates: means the rates for the Services, Goods and/or Deliverables, as set out in the Agreement.
  12. Associated Company: with regard to a legal entity, means any person or entity that has control over, is controlled by, or is under joint control with that entity within the meaning of Article 1:20 of the Belgian Code of Companies and Associations.
  13. Foreground Rights: means all Intellectual Property Rights specifically written, developed or generated by Springbok for Customer in performance of an Agreement with Customer.
  14. Business Day: means any day except Saturday and Sunday which is not a bank holiday in the Netherlands.
2. The appendices to an Agreement form an integral part thereof (the “Appendices”). Any reference to an Agreement includes a reference to the Appendices and vice versa. In the event of a conflict between the provisions of an Agreement, the Appendices and/or the present Terms and Conditions, the following priority rule applies: (1) the Agreement – (2) the Appendices – (3) the Terms and Conditions, unless expressly agreed otherwise in the Agreement (whereby the higher ranked documents take precedence over the lower ranked documents). In the event of a contradiction between one or more provisions of the contractual documents of the same rank or between successive versions of the contractual documents, the most recent document shall prevail.
3. The headings in an Agreement are for informational purposes only and do not in any way represent the intention of the Parties. They will not be taken into account in the interpretation of the Agreement.
4. References to the singular shall also include references to the plural and vice versa, when required by the context.
5. All periods stated in an Agreement will be calculated from midnight to midnight. These will commence on the day following the day on which the event triggering the period has occurred. The due date is included in the term. If the due date is a Saturday, Sunday or a public holiday in the Netherlands, the due date will be postponed to the next business day. Unless otherwise provided herein, all periods shall be calculated in calendar days. All installments over several months (or years) will be calculated from the day in the month (or year) in which the event triggering the installment occurred, to the evening before the same day of the following month(s) (or year(s)) (“from the umpteenth to the day before the umpteenth”).
6. Unless otherwise specified, any reference to a fixed time of day shall mean Brussels time.
Conclusion of the agreement
1. All offers from Springbok are without obligation, unless expressly stated otherwise in writing. Springbok offers are not valid for more than two weeks. Springbok is only bound by an agreement after it has been confirmed in writing by Springbok.
2. The offer drawn up by Springbok, together with these Terms and Conditions, forms a binding Agreement between the Customer and Springbok from acceptance of the offer by the Customer (in any way: verbally, by email, via order form, etc.).
3. Agreements can be concluded by the mere performance of the assignment by Springbok. In that case, the invoice serves as proof of the concluded Agreement, which is subject to these Conditions.
4. Springbok reserves the right at all times to refuse assignments and/or orders without stating reasons.
5. The Customer cannot derive any rights from previous Agreements with Springbok, nor from any repeated or repetitive nature thereof.
Performance of the Agreement
1. Springbok performs the Agreements to the best of its ability and in accordance with the requirements of good workmanship.
2. If desired, the parties can record agreements about the service level in a Service Level Agreement ('SLA'). The Customer will always inform Springbok about all circumstances that may influence the service and its availability. When service level agreements are made, availability is measured without regard to pre-announced maintenance or service shutdowns or circumstances beyond Springbok's control.
3. If and insofar as the proper execution of an Agreement requires this according to Springbok, Springbok has the right to have certain activities performed by third parties.
4. Springbok may legitimately assume that anyone who communicates with Springbok on behalf of the Customer is also authorized to act on behalf of the Customer.
5. The Customer shall ensure that all data, which Springbok indicates are necessary or which the Customer should reasonably know are necessary for the performance of an Agreement, are provided to Springbok in a timely manner. If the information required for the execution of an Agreement has not been provided to Springbok in time, Springbok has the right to suspend the execution of an Agreement and/or to charge the Customer for the extra costs resulting from the delay in accordance with the usual rates. .
6. Springbok is not liable for damage of any nature whatsoever caused by the Customer providing incorrect and/or incomplete information.
7. The Parties expressly exclude from their cooperation the possibility of applying the anticipatory exception non adimpleti contractus (“ENAC”) in accordance with Article 5.239, §2 of the Civil Code. Only the actual negligence of a Party gives the other Party the right to apply the ENAC.
Delivery terms
1. The obligations entered into by Springbok concern best efforts obligations. Terms are therefore always indicative. This means that the date of delivery is only given as an indication, but does not bind Springbok. Springbok will observe the deadlines to the best of its ability. Provided reasonable justification by Springbok, no delay in delivery or delivery can give rise to any liability on the part of Springbok, nor to the right to terminate the Agreement or to pay compensation in favor of the Customer, except in the case of intentional delay by Springbok.
2. If the Parties have expressly agreed on a binding delivery term, this term will be extended if the Customer fails to deliver information, documents (on time), if the Customer places additional orders, or due to any other circumstance that is not attributable to Springbok and makes timely delivery impossible.
Additional work
1. Springbok will not carry out any additional work without prior notification to the Customer. The Customer receives a new price proposal containing an additional fixed amount or chooses to have the extra work carried out on a staged basis at a pre- agreed hourly rate.
2. During the execution of the assignment, the Customer can propose adjustments, additions or corrections to the assignment. Any adjustments, additions or corrections requested by the Customer may give rise to a price adjustment, which will be communicated in accordance with Article 9.2 of the Conditions.
Complaints
1. The delivery of Deliverables is concluded tacitly after the end of eight (8) calendar days after the date of delivery, which date is equal to the date of the invoice for the Services provided, if no defects have been reported within this period. Delivery is one-off and final. Defects must be communicated to Springbok by registered letter, with a dispatch date no later than within the aforementioned period of eight (8) calendar days after the date of delivery.
2. All complaints, as well as comments and restrictions in connection with the invoice and/or the invoice conditions stated thereon, must be made known to Springbok in accordance with Article 9 of these Conditions.
Subcontracting and third parties
1. The Customer accepts that Springbok can call on the subcontractors of its choice for the performance of its obligations.
2. As soon as Springbok does not have the free choice of subcontractor, or as soon as it appears during the works that the Customer turns directly to the subcontractor, all liability of Springbok for interventions by such third party lapses, so that any subsequent invoicing must be regarded as technical processing only. to become. The Customer cannot make the fulfillment of its own obligations towards Springbok dependent on documents, data or calculation methods related to the subcontracting contract, unless expressly agreed otherwise.
3. Without prejudice to any other provision of these Conditions, Springbok shall never be liable for the default of any subcontractor or supplier to more than that which its suppliers and subcontractors owe to Springbok, or to the amount of the security provided to him.
4. The Customer undertakes not to enter into any direct and/or indirect relationship (other than via Springbok) with the subcontractors and/or subcontractors during the term of the Agreement with Springbok and for a period of 6 (six) months after its termination. or suppliers of Springbok with whom the Customer has become acquainted in the performance of the assignment in question, insofar as such a direct relationship would relate to what is part of Springbok's activities. If, notwithstanding this prohibition, the Customer breaches this clause, it will owe Springbok compensation equal to one year of sales generated by the Customer with the relevant subcontractors and/or suppliers.
Rates, billing and payment terms
1. Springbok's specifications and price offers are based on the current values of wages, materials (including energy prices) and exchange rates. If these are subject to changes, Springbok reserves the right to adjust the prices. Springbok informs the Customer about the intended price adjustment.
2. All Rates set forth in an Agreement are based on Springbok's estimates of the amount and unit price of the man hours and other resources required to deliver the Deliverables under the Agreement. If at any time the Customer orders a change in the scope of the Deliverables that affects the amount or unit price of the resources required, Springbok may adjust the Rates accordingly (cf. Article 6.2 of the Terms ) . If a requested change or addition to the Agreement has financial and/or qualitative consequences, Springbok will inform the Customer about this in advance. Springbok may rely on the instructions of any person within the Customer's organization who works with Springbok in the performance of the Agreement. The following applies to all assignments with a Rate of more than 7.500,00 euros:
  1. Invoicing by Springbok of an advance payment of 30% of the Rate upon commencement of delivery of the ordered Services, Goods and/or Deliverables;
  2. As soon as the value of the Services, Goods and/or Deliverables performed exceeds the advance payment of 30%, a monthly invoice by Springbok in accordance with the Services, Goods and/or Deliverables delivered in the relevant month.
  3. For all assignments with a Rate of less than 7.500,00 euros, Springbok invoices after the deliveries of the ordered Services, Goods and/or Deliverables.
3. Unless otherwise agreed, Springbok's invoices are payable within 30 days of the invoice date and at Springbok's registered office.
4. Unless otherwise stated, all Rates and other rates stated in an Agreement are exclusive of taxes. If any value added tax or similar tax is levied on these Rates, the Customer shall pay such tax in addition to these Rates.
5. Discounts given to Customer and all other amounts owed by Springbok to Customer (or to any Affiliate of Customer) may, at Springbok's option, be offset against sums owed by Customer to Springbok (or to any Affiliate of Springbok). ) is due. All amounts due by the Customer to Springbok are payable without compensation.
6. To be admissible, any dispute concerning invoices must be formulated in detail by registered letter within eight (8) days of receipt of the invoice, failing which the invoices will be deemed to have been accepted. No reason, such as submitting a dispute, releases the Customer from its payment obligations, not even partially.
7. If the Customer fails to pay an invoice (or any other amount due in application of an Agreement) to Springbok, in whole or in part, on the due date, on any basis whatsoever, the outstanding amount shall be increased, ipso jure and without prior notice of default, by default interest equal to 12% per annum, to be calculated from the due date until payment in full. Each month started will be considered a full month. In addition, Customer shall owe Springbok fixed compensation equal to the higher amount of either (i) 15% of the outstanding amount or (ii) 250 euros, without prejudice to Springbok's right to claim higher compensation subject to proof of higher damage actually suffered.
8. In the event of late payment by the Customer as described in Article 9.7 of the Terms and Conditions, other outstanding claims of Springbok or of a Springbok Affiliated Company will become due and payable by operation of law and without prior notice of default. If Springbok has several claims against the Customer and the Customer makes a partial payment, the payments made always serve to settle all interest and costs owed and then due and payable invoices. Springbok has the discretionary right to decide to which receivable this payment will be charged, even if the Customer states that the payment relates to another invoice.
9. If the Customer or any Customer Affiliated Company fails to pay an invoice (or any other amount owed to Springbok or a Springbok Affiliated Company) in whole or in part by the due date, Springbok shall be entitled, by operation of law and without notice of default , to suspend or cancel further services, without prejudice to its right to compensation.
10. The parties expressly exclude the possibility provided for in Article 5.97 of the Civil Code to demand a price reduction from Springbok in the event of Springbok's default.
Force majeur
1. During the period of Force Majeure, Springbok's obligations are suspended. Springbok is therefore not liable for a delay in the performance or non-performance of its obligations due to Force Majeure.
2. For the purposes of these Terms and any other Agreement, offer or any other document to which these Terms apply, force majeure is defined as any event that is not due to the parties’ fault which makes impossible, complicates or delays the performance of Springbok's obligations, including but not limited to the following circumstance: any act of God, war, civil war, mobilization, invasion, occupation, revolution, rebellion, hostilities, terrorism, fire, explosion, storm, violent gusts, flood, lightning, fog , (work) strikes, lock out, shortage of personnel, government measures, transport restrictions, disruption in the services of internet providers, supplier negligence, epidemic, theft and equipment breakage.
3. If Springbok is dependent on third parties for the performance of its obligations, the provisions stated in this article are also applicable in the event of force majeure occurring at these third parties.
4. If the period of force majeure lasts longer than ninety (90) days, the Parties are entitled to terminate the Agreement unilaterally, without either Party being obliged to pay any compensation in that case. In that case, Springbok is released from its obligations without any liability for damages to the Customer and without any right of the Customer to demand performance of the obligations.
5. If, prior to or at the time of suspension or termination, Springbok has partially fulfilled its obligations, Customer shall owe the pro rata portion of the total price corresponding to the Services provided.
Hardship
1. In the event of a change of circumstances that excessively burdens the performance of the Agreement by Springbok, to such an extent that its performance can no longer reasonably be required, provided that this was not reasonably foreseeable at the time of the conclusion of the contract (including, but not limited to, the increase in the costs of labour, energy and/or materials), the Parties shall, at the request of Springbok, in joint consultation adjust the terms and conditions applicable between them, in order to restore the original balance of rights and obligations, taking into account the respective interests of both Parties.
2. In the event that the Parties fail to reach an agreement regarding the restoration of balance within a period of thirty (30) days following the date of Springbok's request, Springbok shall be entitled, in its sole discretion, to terminate the Agreement upon which these Terms of apply by registered letter without any liability. If, at the time of termination, Springbok has partially fulfilled its obligations, the Customer will owe a pro rata portion of the total price corresponding to the Services provided.
Termination
1. Current Agreements of indefinite duration can be terminated prematurely by the Parties, by written notification and subject to a notice period of one month. All services provided and costs incurred are in any case due and will be invoiced at the end.
2. Current Agreements of a definite duration cannot be terminated prematurely.
3. Springbok may terminate any Agreement to which these Conditions apply, in whole or in part, without judicial intervention and without prior notice, notice or compensation and without prejudice to any other rights or remedies of Springbok, with immediate effect at the expense of the Customer by sending of a registered letter to the Customer, in the following cases:
  1. if the Customer – after a remedial period of 15 days from the written notice of default by Springbok – remains in default to perform one of its obligations (either its obligations under the Agreement to which these Terms and Conditions apply, or all other obligations to Springbok or Springbok Affiliates);
  2. if the Client undergoes a change of control within the meaning of Articles 1:14-1:18 of the Belgian Companies and Associations Code; or
  3. if the Customer is declared bankrupt, is placed in liquidation, requests a temporary cessation of payment or loses the power to dispose of its assets or parts thereof due to seizure, receivership or otherwise, or applies for judicial composition or any other collective measure against it is requested or taken that is aimed at protecting the Customer against its creditors.
4. In the foregoing cases, Springbok can also suspend the performance of its obligations in whole or in part.
5. In the cases referred to in Article 12.3 of the Terms and Conditions, the amounts owed by the Customer to Springbok that have not yet become due become due and payable by operation of law and without prior notice of default. In addition, the Customer shall indemnify and hold Springbok harmless for any damages Springbok suffers as a result of the termination or suspension, including but not limited to loss of profit.
6. In the event of termination as provided for in this provision, Customer shall be required to return to Springbok all Springbok-owned goods delivered or made available within 24 hours of receipt of written notice from Springbok.
7. The Parties expressly exclude the possibility of anticipatory breach as provided in article 5.90, paragraph 2 of the Civil Code. Only the effective default on the part of a Party shall entitle the other Party to terminate the Agreement.
Liability
1. Springbok is only liable for the proven damage that is the direct result of its proven error. In no event shall Springbok be liable for any general or special indirect, consequential, incidental damages of any kind (including but not limited to attorney's fees, expert's fees, lost income or profits, loss of contracts, loss of anticipated savings, loss of business or goodwill, loss of or corruption of data, the cost of obtaining replacement goods or services or damage to reputation, damage suffered by third parties or claims by third parties and/or similar damage).
2. Springbok is relieved of any liability in the following cases: force majeure as defined in article 10 of the Conditions, negligence (including intent or gross negligence) of third parties and/or of the Customer, and/or failure to communicate or incorrect communication of data or instructions by the Customer and/or by third parties. If the negligence occurs at suppliers or subcontractors of Springbok, Springbok will make every effort to limit the consequences of this as much as possible and to offer the Customer the best possible alternative solution.
3. The liability of Springbok will in all cases only arise if the Customer gives immediate and proper notice of default in writing to Springbok in which a reasonable period is set in which the shortcoming can be remedied, and Springbok continues to fail imputably in the fulfilment of its obligations even after that period. The notice of default must contain a detailed description of the failure, so that Springbok is able to respond adequately. The notification should at least contain the legal and factual basis of the claim, in reasonable detail, and an estimate of the amount of the damages. Any claim for compensation against Springbok will expire by the mere lapse of 6 months after the Customer became aware or could have become aware of the existence of the claim.
4. Nothing in these Terms shall limit Springbok's right to claim any amount from the Customer where the Customer is guilty of negligence or breach of an Agreement.
5. The Customer shall take all reasonable steps to mitigate the effect of Springboks' negligence or breach (if any) and to minimize the costs to be borne by Springboks.
6. If Springbok can be held liable in accordance with these Conditions, Springbok's liability will in any event be limited to the lesser of the following amounts: (i) the amount paid by the Customer to Springbok during the six (6) months prior to the claim , (ii) the amount actually paid out by Springbok's insurance under its professional insurance policy or (iii) EUR 250,000.00 . This limitation of liability is cumulative and therefore applies to all causes of damage in the performance of the Services or delivery of the Goods and/or Deliverables to the Customer under the Agreement. It applies to all legal claims and obligations together, including, but not limited to, any claim for breach of contract and/or negligence.
7. Neither the Customer nor its principal or any party above the Customer's principal in the contractual chain may bring an extra-contractual claim against Springbok or (an assistant of) an assistant of Springbok for damages caused by a fault in the performance of the Agreement between Springbok and the Customer. Only a contractual claim by the Customer against Springbok is possible for such damages, if applicable.
8. Neither the Customer nor its principal or any party above the Customer's principal in the contractual chain may bring an extra-contractual claim against Springbok or (an assistant of) an assistant of Springbok. Only a contractual claim by the Customer against Springbok is possible, if applicable.
9. The Customer confirms that it has notified or will promptly notify its principal hereof, which is purely for the sake of completeness and without prejudice to the fact that Springbok may always invoke this clause against the principal or any party in the contractual chain above the principal of the Customer, irrespective of whether the aforementioned notification has been given and irrespective of any reaction thereto by the principal.
10. Notwithstanding the foregoing, should Springbok be confronted with an extra-contractual claim by the Customer's principal or any party in the contractual chain above the Customer's principal, the Customer shall fully indemnify Springbok therefor in any event and on first demand.
Customer data
1. All Data remains the property of Customer and Customer warrants (i) that the Data has been lawfully created and (ii) that its use of the Data as provided for in the Agreement does not result in a violation of laws and regulations.
2. Modifications or edits by Springbok to the Data will never matter result in the Data becoming the property of Springbok.
3. If the creation of a database is a result of the Services or forms part of this, then such installation will take place under the sole responsibility of the Customer.
4. Springbok will always treat all Data confidentially. Springbok will be appropriate take technical and organizational measures to secure Data against loss or against any form of unlawful processing. This measures will, taking into account the state of the art and the costs of implementation, an appropriate level of security guarantee, given the risks involved in the processing and the nature of the data protect data entail .
5. All processing of personal data by Springbok is done on instruction from the customer. The Customer is therefore the Responsible Party and Springbok the Processor as referred to in the Protection Act personal data.
6. Springbok may use the Customer's personal data (hereinafter: 'Personal data') for your own purposes and/or provide it to third parties.
7. Springbok is obliged to maintain the confidentiality of the Personal Data, unless the Customer notifies otherwise or unless Springbok is required by law notification required.
8. The Customer agrees that Springbok may use sub-processors engages for the processing of Personal Data. Springbok submits to her sub-processors assume the same obligations as included in this article. Springbok always remains responsible for the acts or omissions of the sub-processors.
9. During the Agreement, the Personal Data will be available on request Available to the customer within the time frame that is technically possible is. Upon termination of the Agreement, Springbok will retain all Personal Data return or destroy upon request.
Intellectual Property
1. The Intellectual Property Rights of the Customer remain the property of the Customer. The Customer grants Springbok a non-exclusive and non-transferable right to use its Intellectual Property Rights to the extent and for as long as necessary for the performance of the Agreement. Customer represents and warrants to Springbok that its Intellectual Property Rights do not infringe any Intellectual Property Rights of any third party. The Customer shall indemnify Springbok against claims from third parties in this regard.
2. The Springbok Background Rights remain the property of Springbok. Upon final delivery of the Deliverables and provided that the Fare is paid in full in accordance with the agreed payment terms, the Customer will be granted a non-exclusive and non-transferable right to use the Springbok Background Rights to the extent necessary for the functioning of the Deliverables and their consultation by their intended users.
3. Springbok reserves the right to use and adapt the know-how and experience gained in the context of the performance of the Agreement with the Customer for other purposes.
4. Foreground Rights shall be transferred to the Customer upon full and final payment of Springbok’s fee(s) relating to the related Services and/or Deliverables.
5. Springbok represents and warrants that, to the best of its knowledge, the Springbok Background Rights and the Foreground Rights do not infringe any Intellectual Property Rights of any third party.
6. If all or any portion of the Springbok Background Rights or the Foreground Rights becomes, or in the opinion of Springbok may become, the subject of any claim, suit or infringement proceeding, Springbok may, in its sole discretion, take any of the following actions:
  1. Obtain the right for the Customer to still use the relevant Intellectual Property Right or the relevant part thereof; or
  2. Replace the Background Right Springbok or the Foreground Right or the relevant part thereof with other appropriate Intellectual Property Rights or parts thereof; or
  3. Amend the Background Right Springbok or the Foreground Right or the relevant part thereof in such a way that it is no longer infringing; or
  4. If use of the Springbok Background Right or the Foreground Right or any part thereof is prevented by a court order, or if none of the foregoing remedies are commercially viable, refund the total payments paid by Customer for the license to the Background Right Springbok or the transfer of the Foreground Right or the relevant part thereof, less a reasonable depreciation for the use that the Customer has made of the Intellectual Property Right.
7. The customer acknowledges that Springbok may advise the use of protected third-party tools when providing the Services and/or Deliverables. However, the use of such third-party tools may be subject to certain restrictions. The use of such protected material is in agreement with the Customer and is always stated in advance in the relevant contractual documents. If the protected works are included in the contractual documents, the Customer shall be solely responsible for handling any disputes regarding the rights of use of such protected works.
8. The Customer indemnifies Springbok against all claims regarding infringement of any Intellectual Property Rights of third parties arising from the use of the Services and/or Goods and/or Deliverables provided by Springbok to the extent that such claims are based on (i) protected works that are available on request of the Customer have been processed or (ii) any use that is outside the temporal, geographic or material scope of use that Springbok has envisioned without possible limitations.
9. All fees owed to third parties in the context of an Agreement performed by Springbok for the Customer, including, but not limited to, copyright fees, are payable by the Customer.
Protection of personal data
1. The processing of personal data of the Customer and other contacts is done in accordance with Springbok's privacy statement which is available at https://www.springbokagency.com/en/privacy-policy/
Confidentiality
1. The following information shall be considered confidential: all information (in any form, about Springbok or about any other subject) obtained by the Customer from Springbok pursuant to these Terms and/or pursuant to any Agreement, offer or other document to which these Terms apply.
2. The Customer shall treat the information referred to in Article 17.1 as confidential and shall not disclose it in whole or in part without Springbok's prior express written consent. The Customer warrants that its Affiliated Companies and the directors, employees, appointees and advisors of itself and its Affiliated Companies will comply with this obligation. In no event shall the Customer use less than a reasonable degree of care to protect the confidentiality of the Confidential Information.
3. However, the following actions do not constitute a breach of the obligation set out in Article 17.2: (i) the disclosure by the Customer in the event of legal proceedings and/or arbitration proceedings instituted by one party against the other to the extent that a disclosure is strictly is necessary for the proceedings, and (ii) the disclosure in the event and to the extent that this is strictly necessary for the Customer to comply with legal or regulatory obligations. In the latter case, the Customer will consult with Springbok, as far as reasonably possible, before complying with this obligation.
4. The Customer shall notify Springbok immediately upon discovery of any unauthorised use or disclosure of Confidential Information and will cooperate with Springbok as necessary to remedy such unauthorised use or disclosure by the Customer or any third party and to prevent further unauthorised use.
5. If the Customer violates the confidentiality obligation under this article 17, the Customer will forfeit to Springbok an immediately due and payable fixed compensation of EUR 15.000,00 per violation, more an amount of EUR 2.500,00 per day that the violation continues, without prior notice of default. and without prejudice to Springbok's right to recover the actual higher damages through legal action.
6. The obligations included in this article 17 also have an after-effect after the termination of the Agreement between Springbok and the Customer and this for a period of five (5) years after the termination.
Recruitment ban
1. During the term of its cooperation with Springbok formalized by means of an Agreement and until eighteen (18) months after the termination of the Agreement that binds them, the Customer shall not, without the prior written consent of Springbok, employ any (former) employees, (former) representatives, ( employ former directors, (former ) managers or (former) service providers of Springbok, who are/were involved in the performance of the relevant Agreement, or have them work for them, either directly or indirectly (with Affiliated Companies ), approach for this purpose or recommend for employment with third parties or Affiliates. If, notwithstanding this prohibition, the Customer breaches this clause, it shall owe Springbok compensation equal to one year's gross salary or remuneration of the (former) employees, (former) representatives, (former) directors, ( ex-)managers or (former) service providers of Springbok.
Other provisions
1. If one or more provisions of these Terms and/or of any Agreement relating to the provision of Services, Goods and/or Deliverables by Springbok should be declared void, illegal or unenforceable, such voidness, illegality or unenforceability shall affect the validity of the other not affect provisions. In this case, the Parties will endeavor to immediately and in good faith agree on a valid provision to replace the void, illegal or unenforceable provision that approaches the (economic) purpose and scope of the provision to be replaced as closely as possible .
2. The Customer may not assign its rights and obligations under an Agreement in any way whatsoever without the prior written consent of Springbok. Springbok has the right to transfer its rights and obligations under these Terms and/or any Agreement to which these Terms apply to an Affiliated Company or to third parties, such as, for example, to a financial institution for factoring purposes, and to assign subcontractors to to perform its Services in whole or in part.
3. In no event shall the relationship between the Parties be deemed to be a partnership, joint venture or any other association between the Parties, nor shall either Party be regarded as the performance agent or employee of the other.
4. Unless otherwise agreed, Springbok's rights under these Terms and/or any Agreement to which these Terms apply are cumulative with its legal rights.
5. Springbok's failure to require strict compliance by Customer with these Terms and/or any Agreement to which these Terms apply shall not be deemed a waiver by Springbok of its right to require strict compliance at any time.
6. Springbok reserves the right to change the Terms if there are sufficient objective (read: not purely discretionary) reasons to do so, subject to written notification thereof to the Customer. However, this does not affect the core provisions of the Agreement, such as nature, price, scope and content. The new Terms take effect immediately upon their notification to the Customer.
7. Unless otherwise agreed, Springbok shall be entitled to refer to the Customer in its marketing and disclose reasonable information about the nature of Springbok's cooperation with the Customer.
Disputes and Jurisdiction
1. the parties will try to resolve a dispute in mutual consultation.
2. These Conditions and the Agreement between the Customer and Springbok, and all agreements arising therefrom, are governed by Belgian law.
3. All disputes between Parties fall under the exclusive jurisdiction of the courts and tribunals of the Antwerp district.

B. SPECIFIC PROVISIONS

Delivery of goods
1. General
  1. Clause 21 applies to the extent that the Agreement between Springbok and the Customer relates to the delivery (whether by sale or otherwise) of Goods by Springbok to the Customer.
  2. The provisions of Article 21 are subject to any deviating provisions of mandatory law, in particular consumer protection rules where applicable.
2. Delivery
  1. Unless otherwise agreed, the Goods are delivered on Delivery Duty Unpaid (Incoterms 2000). The stated delivery times are not binding, but are merely given as an indication. Provided reasonable justification by Springbok, no delay in delivery can give rise to any liability on the part of Springbok, nor to the right to terminate the Agreement, to refuse acceptance or to pay compensation in favor of the Customer, except in case of deliberate delay on the part of Springbok. Springbok has the right to make partial deliveries. If the goods are delivered in parts, Springbok is authorized to invoice each part separately. In the event of non-delivery of the Goods, any advances paid by the Customer shall be refunded by Springbok without interest or other compensation.
  2. The Goods delivered by Springbok shall remain its full property until the Customer has paid the full price, including transportation costs, taxes, interest on late payment, costs or late payment fees. In the event of non-payment of the full price on the due date, Springbok has the right to take back the Goods, by operation of law and without notice of default and at the expense of the Customer. In such a case, Springbok can also dissolve the Agreement by operation of law at the expense of the Customer, simply by sending a registered letter and without further formality or judicial intervention, without prejudice to the right to claim compensation.
  3. Risk in the Goods shall pass to the Customer upon delivery of the Goods to the Customer, without prejudice to Springbok's retention of title.
  4. The Customer is obliged to inspect the delivered Goods upon delivery. Defects that are visible and that the Customer itself has or could reasonably have noticed upon delivery and reasonable inspection must be communicated to Springbok by registered letter, with a dispatch date no later than eight calendar days after the date of delivery. Other defects must be reported immediately, by registered letter, within eight calendar days after knowledge (or reasonable obligation to knowledge) by the Customer. The affected Goods must be immediately returned to Springbok. The use or resale of the Goods, even in part, implies full acceptance thereof.
3. Springbok has the right to deliver up to 10% less and 10% more than the ordered quantities. If Springbok delivers up to 10% less Goods, the Customer cannot oblige Springbok to deliver the remaining number. If necessary, the Rates will be reduced proportionately. If Springbok delivers up to 10% more Goods, the Customer will purchase these additional Goods at the agreed unit price.
4. Guarantee
  1. Unless expressly agreed otherwise, Springbok warrants only that the Goods will comply with the laws of the country where the relevant Springbok company has its registered office.
  2. Springbok's guarantee is limited to replacement of the Goods, and if this is not possible, refund of the price paid. If Springbok supplies Goods from a third party, the guarantees and liabilities of Springbok will never be more extensive than the guarantees and liabilities stipulated by this third party.
Delivery of services
1. General
  1. The provisions of Article 22 apply to the extent that the Agreement between Springbok and the Customer relates to the provision of Services by Springbok to the Customer.
2. Delivery
  1. The stated delivery times are not binding and are given as an indication only. Provided reasonable justification by Springbok, no delay in delivery or delivery can give rise to any liability on the part of Springbok, nor to the right to terminate the Agreement or to pay compensation in favor of the Customer, except in the case of intentional delay by Springbok.
3. Acceptance of Services
  1. In the event that the Agreement with the Customer takes the form, in whole or in part, of a contracting of Services, delivery shall be concluded tacitly after 5 (five) calendar days after the date of delivery, which date is equal to the date of the invoice for the Services provided, if no defects have been reported within this period. Delivery is one-off and final. Defects must be communicated to Springbok by registered letter, with the date of dispatch no later than within the aforementioned period of 5 (five) calendar days after the date of delivery.
  2. During the Acceptance Period the Customer will not be permitted to use the Services and/or Deliverables for any operational or production purposes. In the event that the Customer makes any use of the Services and/or Deliverables for any purpose other than the acceptance test before the end of the Acceptance Period, the Services and Deliverables shall be automatically considered fully and unconditionally accepted right from the start of such use. In any case, a Deliverable that appears live – i.e. used outside the test environment – shall be deemed to have been accepted fully by the Customer.
4. Development of online applications
  1. In the event that the Deliverables include the development of online applications (websites, online tools and/or other applications), the following provisions shall apply.
  2. Springbok will make reasonable efforts to ensure that the online applications function correctly in the agreed browsers and versions.
  3. To the extent that Customer provides the content of the online applications, Customer expressly warrants that such content does not violate any applicable law, regulation, contract or generally accepted code of conduct and does not infringe any rights of third parties. The Customer undertakes to comply with all applicable laws, regulations, contracts and generally accepted codes of conduct that prevent, limit or regulate the dissemination of information, such as, for example, provisions relating to advertising, the protection of privacy rights, the protection of intellectual property rights, the prohibition of pornography, incitement to hatred, etc. The Customer shall indemnify Springbok against all third party claims in this regard.
  4. Either on its own initiative or at the initiative of a third party, Springbok may decide to suspend the provision of or access to the online application in whole or in part, temporarily or permanently, if it reasonably believes that a legal, regulatory or contractual provision has been or will be violated. The Customer expressly waives its right to compensation in the event of an error of judgment on the part of Springbok, except in the event of willful misconduct or gross negligence on the part of Springbok. The suspension of any provision of services by Springbok in application of this article does not suspend the Customer's payment obligations.
5. Customer's Use of Software
  1. All Intellectual Property Rights in the Software are vested exclusively in Springbok or its licensors.
  2. If the Customer uses the Software, this will be done on on a non-exclusive and non-transferable basis provided by Springbok right to use (sub license) the Software in accordance with the purpose and for the duration of the Agreement.
  3. The Software may be used by Customer only for for the benefit of its own company and the things described in the Agreement goal.
  4. Customer may not use the Software or copies thereof or not issue or transfer to or in any way make available to any third. Nor may the Software be encumbered with any restricted right.
  5. The Customer shall not use the Software for the processing of data for third parties.
  6. Springbok does not warrant that the Software is error free or 100% error free interruptions will work. Springbok will make an effort for it to repair defects in the Software within a reasonable period of time.
  7. The Customer is responsible for the hardware and software, peripherals, connections, settings and means of telecommunication necessary to use the Software.
  8. The Customer may not reproduce, decompile or apply 'reverse engineering' to it. Nor is it allowed security or technical (use) restrictions of the Software remove or bypass it.
  9. For Services, Springbok typically uses Third Party Software sublicensed to Customer. For the use of Third Party Software is subject to the license terms of such third parties. The relevant licenses will be sent on first request. Where the provisions of the third party licenses in violation of provisions contained in these Terms, the provisions of these Conditions for. (v. 20250213)

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