Terms & conditions

1. Applicability of the general terms and conditions:

These general terms and conditions apply to all offers made by Unikoo BV, as well as all agreements entered into by Unikoo with a client as a result of acceptance by Unikoo BV of an order, including any follow-up assignments and new assignments. These terms and conditions may be amended at all times and can be consulted on the website: www.unikoo.be.
These general terms and conditions do not only apply to Unikoo BV, but also to all persons involved in the execution of the assignment and/or on whom any liability in connection therewith rests or could rest in any way.
The client accepts the fact that only these general terms and conditions, together with the written order confirmation, govern the contractual relationship between the parties.
Deviations from these general terms and conditions are binding on Unikoo BV only after written confirmation by its manager(s).

2. Offers and orders:

All orders are indicative and are subject to written confirmation of the order by the manager(s) of Unikoo BV.
The risk of errors and/or inaccuracies in the event of non-written confirmation, for example in the case of urgent deliveries, shall be borne by the client.
Unikoo BV 's contractual obligations do not extend to third parties.
All data provided by Unikoo BV as well as IP, information and know-how underlying the services or activities delivered or processed by Unikoo BV remain exclusively reserved by Unikoo BV, even if costs are charged for this. The client ensures that the above-mentioned data, information and know-how is only copied, shown or disclosed to third parties, or used with Unikoo BV 's consent.

3. Delivery:

Unless expressly agreed otherwise in writing, services or goods delivered by Unikoo BV shall be delivered at the office of Unikoo BV.
Unikoo BV is entitled to suspend the services or goods or to terminate the agreement or legal relationship if (i) the client decides or there is the risk he/she decides to dissolute or liquidate, (ii) the client is or threatens to be declared bankrupt, (iii) steps have been or are likely to be taken to conclude an amicable or collective creditors' agreement, to effect a transfer under judicial authority, to appoint a bankruptcy trustee or liquidator, (iv) the client is subject to or is at risk of being subject to a collective debt arrangement, (v) seizure or enforcement measures are taken or are imminent, or (vi) If control over the client's management changes.

4. Delivery times:

If the delivery period is exceeded, the client does not have the right to suspend the fulfilment of his obligations under the agreement or legal relationship, to refuse the delivery or to claim compensation.

5. Access to client (IT) systems:

The client is at all times responsible for the creation, management and revoking of access by Unikoo BV's employees and independent service providers to its own IT systems, networks, applications and personal data, both for internal and external accounts (hereinafter the ‘Client Accounts’). The client shall take appropriate technical and organisational measures to prevent unauthorised access to Client Accounts (such as, but not limited to, Multi-Factor Authentication, access restrictions and segmentation). The client also undertakes not to give Unikoo BV's employees and independent service providers access to more information than strictly necessary for the execution of the assignment for the client. In doing so, the client will act in accordance with the ‘least privilege’ principle. Unikoo BV undertakes to act as a prudent and reasonable person at all times, and in particular when delivering services to the client. Any security advice provided by Unikoo BV in relation to the Client Accounts is advisory in nature; the client is solely responsible for its implementation. Unikoo BV shall not, except in cases of intent, fraud or gross negligence, be liable for any damage that may arise as a result of (i) improper use of accesses to the Client Accounts by Unikoo BV's employees or independent service providers, (ii) insecure or mismanaged accesses to the Client Accounts by the client, (iii) existing vulnerabilities of Client Accounts and (iv) general negligence on the part of the client with respect to the management of accesses to the Client Accounts.

6. Force majeure:

If, as a result of force majeure or a change in circumstances within the meaning of Article 5.74 of the Belgian (new) Civil Code, Unikoo BV is unable or only with great difficulty able to comply with its obligations, it shall be entitled to partly execute the agreement or legal relationship or, at its discretion and without prior intervention of a court, to terminate the agreement or legal relationship, or to suspend performance in whole or in part, all without being obliged to pay any damages. Force majeure shall mean any circumstance beyond the control of Unikoo BV, whether foreseen or unforeseen, which prevents Unikoo BV from fulfilling any of its obligations in whole or in part, temporarily or permanently, and which circumstance cannot be attributed to Unikoo BV. Such circumstances shall in any case include, but not be limited to, failures in telecommunication or internet connections, cyber attacks, power failures, government measures, pandemics, war, mobilisation, riots, natural disasters, strikes, occupation of premises, stagnation in supply, fire or other business disturbances at Unikoo BV or its suppliers.

7. Termination due to non-fulfilment of the client's obligations:

Unikoo BV is entitled, without prior intervention of a court, in accordance with Article 5.90 of the Belgian (new) Civil Code, to terminate the agreement(s) with a client if it is clear that the client, after having been reminded to provide sufficient guarantees within a reasonable period of time for the proper fulfilment of its obligations, will not fulfil its obligations in due time. This article is a termination clause within the meaning of Article 5.92 of the Belgian (new) Civil Code.

8. Prices:

The services delivered by Unikoo BV shall be invoiced in accordance with the price stated in the order confirmation confirmed by the manager(s) of Unikoo BV, provided that the hours worked as a result of additional work or corrections will be charged additionally at the agreed hourly rates. All prices of Unikoo BV are exclusive of VAT, any tax, surcharge or similar increase. Any assignment costs such as travel expenses or special delivery costs are to be charged on top of the prices at cost price.

9. Payment:

The client is deemed to have acknowledged the invoices as correct and due if he has not objected to them within eight (8) days following the invoice date, in writing with an accurate and exhaustive statement of the objections.
All payments owed by the client must be paid within fifteen (15) days following the invoice date through bank transfer to the account number stated on the invoices, without deduction or set-off, unless agreed otherwise in writing.
If the client fails to pay any amount due in accordance with article 9.2, Unikoo BV is entitled, without notice of default, to charge the statutory interest from the day following the day on which the client received the invoice as well as a fixed compensation of 10% of the invoice amount.
All claims of Unikoo BV on the client shall become immediately due and payable by operation of law, regardless of whether they have already been invoiced, a) in the event that the client is in default of payment of one of the invoices, b) in the cases set out in 3.2 (i) to (vi) and/or c) if an agreement or legal relationship is terminated or terminated for any reason whatsoever.

10. Liability:

Unikoo BV shall only be liable for direct damages, excluding loss of profit. Unikoo BV shall not be liable for indirect damages, consequential damages and/or immaterial damages, including - but not limited to - missed savings, loss of data, reputational damages or damages resulting from business stagnation or interruption. Unikoo BV is, except in cases of intent, fraud or gross negligence, not liable for damage that might arise as a result of infringement of any intellectual property rights, or industrial exclusive use rights of third parties, licences or other rights of third parties. Unikoo BV is not liable for any acts or omissions of third parties it engages in the performance of its work in the name of and on behalf of the client. Unikoo BV's entire liability shall in any event, except in cases of intent, fraud or gross negligence, be limited to the lower of (i) the amount of damages covered by and effectively paid under the professional liability insurance policy subscribed by Unikoo BV and as applicable at the time and (ii) the amount Unikoo BV has invoiced to the client for the assignment during which the damages arose.

11. Term of liability:

Any claim for damages by the client must, under penalty of forfeiture, be sent to Unikoo BV, in writing and motivated, by registered mail within [12] months of completion of the agreement from which the damages arose. An assignment shall be deemed to have been completed on the date on which Unikoo BV has sent the last invoice relating to the assignment to the client.

12. Liability of (self-employed) service providers of Unikoo BV:

The client undertakes not to bring any liability claims (neither extra-contractual nor contractual) against the self-employed service providers working for or in collaboration with Unikoo BV, except in cases of fraud or gross negligence.

13. Intellectual Property Rights:

Unikoo BV acknowledges that all information provided by the client, shall remain the client's property as long as there are no outstanding invoices. Parties explicitly agree that the ownership of all information and products created by Unikoo BV and all intellectual property rights, insofar as they were created specifically for the client (the so-called “Foreground IP”), shall pass to the client upon payment of the relevant invoice. The parties explicitly acknowledge that the intellectual property rights that were used to create the product, are and were owned by Unikoo BV (the “Background IP”) shall remain the property of Unikoo BV. In case of doubt, until proven otherwise, an intellectual property right shall be deemed to be a Background IP.

14. Trade secrets:

Unikoo BV and the clientacknowledge that all trade secrets of the other party within the meaning ofBook XI, Title 8/1 of the Code of Economic Law, of which they become aware inthe context of their cooperation, remain the property of the party providingsuch trade secrets. Unikoo BV and the client undertake to keep such tradesecrets strictly confidential, not to use them for their own purposes, nor todisclose them in whole or in part to third parties, except with the explicitand prior written consent of the other party.

15. Non-solicitation:

Except with Unikoo BV'sprior written consent, during the term of the agreement and a period of 12 months of completion of the agreement,the client shall refrainfrom, directly or indirectly, for its own account or for third parties, in itsown name or in the name of third parties, in a geographical area extending tothe entire country in which Unikoo BV's registered office is located: (i)inducing in any way existing or former client's, suppliers, or other business partners ofUnikoo BV to terminate their cooperation with Unikoo BV or to cooperate on lessfavourable terms, either of its own accord or on another's initiative; (ii)approaching in any way and/or inducing existing or former employees of UnikooBV to terminate their employment relationship with Unikoo BV in order tocooperate with them, or in any way, actively or passively, interfere in UnikooBV’s relationships with the aforementioned persons, irrespective of theircapacity as employees or independent service providers, either of their ownaccord or on someone else's initiative. Violation of this clause shall resultin the clientowing Unikoo BV a fixed compensation equal to the amount invoiced to the client in the last 12months of the cooperation, with a minimum of EUR 30,000.00 per violation. Thisis without prejudice to the rights and remedies available to Unikoo BV in casethe damages suffered exceed the aforementioned amount of compensation. Shouldthese obligations or indemnifications at any time exceed the applicable legallimitations, the Parties shall refrain from claiming their nullity. In suchcase, the obligations set out in this article shall be automatically reduced tothe maximum allowed within the applicable legal limitations.

16. Severability:

The nullity of one or more provisions of these general terms and conditions shall not entail the nullity of the rest of the general terms and conditions. In the event of any conflict of any of the foregoing provisions with any legal restrictions of mandatory nature or of public order applicable at the time of the conclusion of the contract, the foregoing shall not be null and void, but the provision in question shall be applied within the legal restrictions thus existing.

17. Priority:

The Dutch-language version of Unikoo BV's General Terms and Conditions prevails over any translation of this.

18. Disputes and applicable law:

Any dispute relating to Unikoo BV 's offers or the agreements concluded between Unikoo BV and the client are to be settled by the Courts of Antwerp and is exclusively governed by Belgian law. The Vienna Sales Convention is not applicable.

19. Final provisions:

In all cases in which an agreement concluded or legal relationship entered into in accordance with these general terms and conditions may be terminated or cancelled, this only occurs without prior notice of default and/or legal intervention and without prejudice to any right to compensation on the part of Unikoo BV. Whole or partial invalidity, nullity or unenforceability of any provision of these general terms and condition does not affect the validity or enforceability of the rest of that provision and the remaining provisions of these general terms and conditions. For the purposes of its legal relationship with Unikoo BV and/or its associated persons or service providers, the client elects its domicile in Belgium.