- GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE DELIVERY -

Definitions and scope

The terms and conditions of sale and service delivery, hereinafter referred to as "the terms and conditions" apply to all orders placed with On-Hertz SA, whose registered office is located at Rue des Canadiens 214, 7022 Mons, Belgium, registered with the Crossroads Bank for Enterprises under number 696.779.209, hereinafter referred to as "the seller/service provider".

The present terms and conditions form the contract binding the seller/service provider and the customer. The seller/service provider and the customer are hereinafter commonly referred to as "the parties".

The "customer" is any natural or legal person who orders product(s) and/or service(s) from the seller/service provider.

The present terms and conditions are the only ones applicable. In any case, they exclude the general or particular conditions of the customer that the seller/service provider would not have expressly accepted in writing.

The terms and conditions are freely accessible at any time on the website of the seller/service provider: www.on-hertz.com/terms-and-conditions, so that by placing an order with him, the customer declares to have read these terms and conditions and confirms his acceptance of the rights and obligations relating thereto.

The seller/service provider agrees to provide written notice of any changes to these Terms & Conditions at least sixty (60) days prior to their implementation. Changes will not retroactively apply to existing orders but will govern all new orders placed after the notice period.

Exclusion of Consumer Rights

The customer acknowledges that the seller exclusively provides products and services to businesses (B2B) and that no consumer protection laws or rights applicable to natural persons shall apply to this agreement.

Offer and order

To place an order, the customer chooses the product(s) and/or service(s) he wishes to order and informs the seller/service provider by phone, mail, email or by way of an online form (if possible).

The seller/service provider draws up a purchase order and can ask for a down payment if necessary. The purchase order contains a reference to the applicability of these terms and conditions and reminds the customer-consumer that he has a right of withdrawal.

The customer has to check whether or not the purchase order is correct and immediately notify the seller/service provider when it's not.

The customer then has to accept and return the purchase order signed to the seller/service provider to confirm the order.

The seller/service provider reserves the right to suspend, cancel or refuse the order of a customer, in particular in the case where the data communicated by the customer prove manifestly erroneous or incomplete or when there is a dispute relating to the payment of a previous order.

In case of cancellation of the order by the customer after its acceptance by the seller/service provider, for any reason whatsoever, except in cases of force majeure, a sum equivalent to 30% of the price of the order will be acquired from the seller/service provider and invoiced to the customer, as damages.

Payment

Invoices are due in the currency of the invoice at the legal seat of the seller/service provider, at the latest thirty (30) days after the invoice date or according to the specific terms defined in the seller’s quotation.

All complaints with regard to an invoice have to be notified by writing and registered mail at the legal seat of the seller/service provider, at the latest eight (8) calendar days after having received the invoice. After that, the customer can not contest the invoice anymore.

Unpaid invoices result in, as of right and without formal notice or, an interest of late payments of 1% per month for customers and what's provided in the law of 2 August 2002 on late payments in commercial transactions.

In addition, any unpaid invoice at the due date will be increased by 10% with a minimum of 500€ of the total amount as damages, as of right and without formal notice.

Price

Unless expressly specified otherwise, the price of the product(s) and/or service(s) is indicated in Euro, excluding taxes.

Any increase in VAT (Value Added Tax) or any new tax imposed between the time of the order and the time of delivery will be automatically charged to the customer.

Any delivery costs are not included in the indicated price, but are calculated separately during the ordering process, depending on the mode and place of delivery and the number of products ordered.

Time limits

Unless expressly agreed otherwise in writing by the seller/service provider, the delivery periods mentioned in the special conditions are not time limits. The seller/service provider can only be held liable if the delay is significant and if it is attributable to him because of his gross negligence.

The customer shall not be entitled to invoke delivery periods to demand cancellation of the contract, to claim damages or to assert any other claim, unless otherwise stipulated in writing and expressly accepted by the seller/service provider.

In case of delay exceeding thirty working days, the customer must send a formal notice by registered mail to the seller/service provider, who may then benefit from 50% of the time prescribed to deliver the product(s) and/or service(s) ordered.

Retention of title

The customer is granted a non-exclusive, non-transferable, revocable license to use the software solely for internal purposes, subject to the terms outlined herein and payment of all applicable invoices.

The seller/service provider remains the owner of the ordered products until full payment.

The right of ownership of the products is transferred to the customer only after the withdrawal or delivery of the articles and after full payment of the order. Notwithstanding article 1583 of the Civil Code, the articles sold, delivered or installed remain the exclusive property of the seller/service provider until full payment of the invoice. Until payment of the purchase price has been made, the customer is prohibited from pledging, offering or using the items as security in any way. It is expressly forbidden for the client to make modifications to these articles, to turn them into real estate by incorporation or by destination, to sell them or to dispose of them in any way whatsoever.

As long as the seller/service provider has ownership rights to the goods delivered in accordance with the provisions of this article, the customer shall remain responsible for maintaining these products in good condition. During this period, only the customer can be held responsible for any loss or damage to the products. If necessary, the customer undertakes to insure the products against any risk. The customer also undertakes to store the products in such a way that they cannot be confused with other products and that they can at all times be recognized as the property of the seller/service provider.

In case of late payment:

15 days past due date: A first reminder notification will be issued.
30 days past due date: A formal payment request will be sent.
45 days past due date: The seller/service provider reserves the right to suspend access to licenses associated with the unpaid invoice(s) until it is (/they are) settled in full. Suspension includes revoking the customer’s ability to use or access the software/services provided under the license until the invoice is settled in full.

The customer agrees to bear all risks and liabilities associated with the licenses during this period. The customer remains obligated to pay all outstanding fees for the license despite its suspension.

Cancellation of the order

The customer who wishes to cancel his order informs the seller/service provider who will inform him about the steps to be followed.

Any deposit paid by the customer to the seller/service provider will not be refunded. If no deposit has been paid, the seller/service provider may claim from the customer a cancellation fee equivalent to 30% of the price of the product(s) and/or service(s) whose order has been cancelled by the customer.

Delivery of the order

The seller/service provider will adhere to agreed delivery timelines based on mutual planning with the customer. Should delays occur due to unforeseen circumstances, the seller/service provider will notify the customer immediately. Similarly, the customer agrees to promptly communicate any delays on their part that could impact delivery schedules. Net payment terms may be adjusted to reflect significant deviations, as mutually agreed upon.

The order is delivered to the customer only after its complete payment. The transfer of ownership and risk shall take place at the time that the order is fully paid. The customer is therefore advised that he alone bears the risks associated with delivery.

Software delivery will be completed electronically via download link, activation key, or other means specified in the order confirmation.

Availability

The product(s) offered for sale by the seller/service provider are within the limits of available stocks.

In the event of unavailability of one or more product(s) after payment of the order, the seller/service provider undertakes to inform the customer as soon as possible and to give him the choice between a refund, a modification of his order or a deferred delivery at the end of the stock shortage of the product(s) concerned.

Receipt of the order and complaint

The customer is responsible for checking the visible good condition as well as the conformity of the product(s) delivered to him or that he picks up.

Any complaint must be made in writing, within 10 open days after delivery of the order or notification of its availability at the collection point provided. Otherwise, they cannot be taken into account and the customer will be deemed to have definitively accepted the order.

If a complaint proves to be justified, the seller/service provider/provider will have the choice between replacing or refunding the price of the product(s) concerned.

Intellectual property

The information, logos, drawings, trademarks, models, slogans, graphic charts, etc., accessible through the seller/service provider's website or catalogue are protected by intellectual property rights.

Unless expressly agreed otherwise in advance, the client is not authorized to modify, reproduce, rent, borrow, sell, distribute or create derivative works based in whole or in part on the elements present on the seller/service provider's website or catalogue.

Unless expressly agreed otherwise, the agreed price therefore does not include any transfer of intellectual and/or industrial property rights for any title whatsoever.

The customer agrees not to reverse engineer, decompile, disassemble, modify, or create derivative works based on the software.

The customer agrees not to contest or challenge the seller’s ownership of the software or assist any third party in doing so.

Warranties and Liability

Legal warranty for all Customers

In accordance with articles 1641 to 1643 of the Civil Code, the Seller/Service Provider is obliged to guarantee the products against hidden defects which make the products unfit for the use for which they are intended, or which reduce this use so much that the Customer would not have acquired them or would have given only a lower price if he had known them.

In case of finding a hidden defect, the Customer must act promptly, in accordance with Article 1648 of the Civil Code, and will have the choice between returning the product affected by a hidden defect against a full refund, or keeping it against a partial refund.

The Seller/Service Provider is not obliged to guarantee the products against visible defects, of which the Customer could or should have been aware at the time of purchase. Likewise, the Seller/Service Provider is only obliged to guarantee the products against hidden defects of which he was aware at the time of the sale and of which he failed to inform the Customer.

Only the invoice, the sales receipt or the purchase order are valid as guarantee certificates for the Customer vis-à-vis the Seller/Service Provider. These documents must be kept by the client and presented in their original version.

Warranty for Products and Services

The Seller/Service Provider will deliver the services like a reasonable person.

The Seller/Service Provider guarantees that the products and services provided will be free from hidden defects that render them unfit for their intended purpose or substantially impair their usability. This warranty is limited to B2B Customers and applies for a period of ninety (90) days from the date of delivery.

The warranty does not cover:

Defects or malfunctions caused by improper use, external causes, unauthorized modifications, or use in a manner not in accordance with the documentation provided by the Seller/Service Provider.
Issues resulting from integration with third-party systems or software not specified by the seller as compatible.
Normal wear and tear or degradation over time.

If a hidden defect is identified within the warranty period, the seller will, at its discretion:

Repair or replace the defective product or service; or
Provide a partial refund for the affected item(s).

The Customer must notify the seller in writing of any hidden defects within ten (10) days of discovery. Failure to notify within this period will void the warranty.

Limitation of Liability

The Seller/Service Provider’s liability is strictly limited to direct damages resulting from proven gross negligence or wilful misconduct.

Under no circumstances shall the Seller/Service Provider be liable for:

Indirect, incidental, or consequential damages, including but not limited to loss of profits, business interruptions, loss of data, or reputational harm.
Damages resulting from the Customer’s failure to comply with the terms of use, misuse of the software, or unauthorized modifications.

The Seller/Service Provider’s total liability under any claim shall not exceed seventy-five percent (75%) of the amount actually paid by the Customer for the product(s) or service(s) giving rise to the claim.

The liability cap for software licenses is outlined in the respective agreement and shall take precedence over the liability provisions in these Terms and Conditions for all software-related matters.

The Seller/Service Provider is also not liable in the event of communication of incorrect data by the Customer, or in the event of an order placed on his behalf by a third party.

Finally, it is the Customer's responsibility to inquire about any restrictions or customs duties imposed by his country on the products or services ordered. The Seller/Service Provider can therefore not be held liable if the Customer has to face any additional restriction or tax to pay because of the policy adopted by his country in this matter.

Software-Specific Warranties and Liability

All warranties and liability related to software licenses provided by the Seller/Service Provider are governed exclusively by the applicable software license agreement, which may include the Perpetual Software License Agreement, the Subscription Software License Agreement, or any other applicable software-specific agreement. These agreements shall supersede any conflicting warranty or liability provisions outlined in this document for software-related matters.

Internet and new technologies

The customer acknowledges the restrictions and risks associated with the use of the internet or any other means by which the website is currently or will in the future be made available. The customer also acknowledges the risks of storing and transmitting information digitally or electronically.

The customer accepts that the seller/service provider cannot be held liable for any damage caused by the use of the website (as well as any applications) of the seller/service provider or the internet, following the aforementioned risks.

The customer further accepts that electronic communications exchanged and backups made by the seller/service provider may serve as proof.

Miscellaneous provisions

Force majeure or fortuitous events. The seller/service provider cannot be held liable, either contractually or extra-contractually, in the event of temporary or definitive non-performance of its obligations where such non-performance results from force majeure or fortuitous circumstances.

In particular, the following events will be considered as cases of force majeure or fortuitous events: 1) the total or partial loss or destruction of the seller/service providers computer system or database when any of these events cannot reasonably be attributed directly to the seller/service provider and it is not demonstrated that the seller/service provider failed to take reasonable measures to prevent any of these events, 2) earthquakes, 3) fires, 4) floods, 5) epidemics, 6) acts of war or terrorism, 7) declared or undeclared strikes, 8) lockouts, 9) blockades, 10) insurrections and riots, 11) a shutdown of energy supply (such as electricity), 12) a failure of the internet or data storage system, 13) a failure of the telecommunications network, 14) a loss of connectivity to the internet or telecommunications network on which the seller/service provider depends, 15) a fact or decision of a third party where such decision affects the proper performance of this contract or 16) any other cause beyond the reasonable control of the seller/service provider.

Unforeseeability. If, due to circumstances beyond the seller/service provider's control, the performance of its obligations cannot be continued or is simply made more onerous or difficult, the seller/service provider and the customer undertake to negotiate in good faith an adaptation of the contractual conditions within a reasonable time in order to restore their balance. Failing agreement within a reasonable time, either party may invoke the termination of the contractual relationship between them without compensation or indemnity of any kind.

Termination for Insolvency or Contract Breach. The Seller/Service Provider reserves the right to terminate this agreement immediately in the following cases:

The Customer becomes insolvent, files for bankruptcy, or is otherwise unable to meet its financial obligations.
The Customer breaches any material obligation under this agreement and fails to remedy the breach within fourteen (14) calendar days after receiving formal notice.

Termination does not affect the Seller/Service Provider’s rights to claim damages or other remedies.

Severability. The possible illegality or nullity of an article, paragraph or provision (or part of an article, paragraph or provision) shall not affect in any way the legality of the other articles, paragraphs or provisions of these terms and conditions, nor the remainder of that article, paragraph or provision, unless the contrary intention is evident in the text.

Titles. The titles used in these terms and conditions are for reference and convenience only. They do not affect the meaning or scope of the provisions they designate.

No waiver. Inaction, negligence or delay by a party in exercising any right or remedy under these terms and conditions shall not be construed as a waiver of such right or remedy.

Precedence of Software License Agreements. In the event of a conflict between these Terms and Conditions and any applicable software license agreement (e.g., Perpetual Software License Agreement, Subscription Software License Agreement...), the terms of the software license agreement shall take precedence for all matters related to software licensing, intellectual property, suspension, and termination.

Applicable law and competent jurisdiction. Any dispute relating to the products delivered by the seller/service provider, as well as any dispute as to the validity, interpretation or execution of these terms and conditions shall be subject to Belgian law and the exclusive jurisdiction of the courts of the judicial district of Brussels.