Terms & conditions

1. Price and general conditions of payment

All prices are stated in EURO, without VAT or all other duties, levies or taxes and without any custom clearance.

The prices are based on our current knowledge of this project and on the conditions and provisions contained in this quotation. If agreed in the particular conditions, the respective formulas of price adjustment shall apply.

Services supplied by Volve must be paid within 30 (thirty) calendar days after the invoice date. The payments shall be made in the currency in which the invoice is drawn up. All payments due by the customer shall be considered as settled if paid in full to the bank account of Volve.
If the payments have not been made on the due date, all amounts owed by the customer shall be increased, automatically and without prior written notice, by interest of 1% per started month commencing as of the due date of the invoice.

2. Liability

Except in the event of fraud and to the extent as permitted by applicable law, Parties shall only be liable for damages caused by its fault. In such case Parties’ liability shall be at all time limited to material and direct damage and not to exceed (in the aggregate) the fees and expenses paid or payable by the customer under the Agreement or 50.000 Euro whichever is higher.

Parties may under no circumstances be held liable for the loss of profit or turnover, loss of production, interruptions of work or loss of use, loss of information and (digital) data, damage arising from agreements of the customer with third parties and any indirect, immaterial or consequential damage on the part of the customer.

The foregoing stipulations of this article shall also apply to Parties’ personnel, the agents and the subcontractors that shall equally benefit from the limitation of liability.

3. Termination

Each Party may unilaterally terminate the contract with immediate effect by notifying the other Party by registered letter if the other Party has violated a material obligation of these Conditions without having taken the necessary measures to remedy within 30 (thirty) days after written notification, if the other Party is declared bankrupt, goes into liquidation, if bankruptcy proceedings are started, or the Party is placed under the supervision of a liquidator.

All costs of the termination of the contract such as the payment of the costs for the Services already provided, all costs that have already been incurred and which can no longer be avoided from the termination shall be at the charge of the customer.

Customer may terminate the Agreement for convenience at any time with thirty (30) days notice period by notifying Service Provider by registered letter.

4. Intellectual property rights

All ownership rights, intellectual property rights and other propriety rights relating to the Services and documentation, including any amendments or additions thereto, belong to CLIENT except the Intellectual Property rights that were pre-existing at the time of signing this Agreement. Customer grants Volve a perpetual, worldwide license to use and exploit commercially the Intellectual right generated during the Project. For all the final deliverables from this Statement of Work that may include Volve pre-existing Intellectual Property Volve grants a perpetual and worldwide license to use and exploit for its own purposes in any way to CLIENT.

Parties shall always respect the intellectual property rights of the other Party and make a reasonable effort to protect these rights. A Party shall inform the other Party immediately of any infringement by a third party on its intellectual property rights of which it becomes aware.

All intellectual property rights belonging to customer, including customer data, including any amendments or additions thereto shall remain vested in customer.

In the event of a claim on account of an infringement of intellectual property by third parties against the customer, the customer shall immediately inform Volve thereof in writing in order to enable Volve to exclusively defend itself. The customer acknowledges it gives the right to Volve to conduct or engage in exclusive negotiations, to its charge, for the purpose of reaching an amicable settlement of any dispute regarding an infringement of intellectual property. In such a case Volve shall be entitled to request the necessary assistance and useful information from the customer to bring about an amicable settlement. The customer is not entitled to recognize a complaint itself or accept an action of a third-party without the written consent of Volve.

5. Confidentiality

The Parties undertakes to consider all information received from the other Party, including but not limited to this Agreement and information regarding technical specifications as confidential.

All non-public information not already known by the receiving Party supplied by or on behalf of the other Party pursuant to this Agreement shall be treated as strictly confidential by the receiving Party and shall be used solely to enable the receiving Party to fulfill its obligations under this Agreement. No such information – which technical specifications, trade secrets, customer lists, and any other non-public information– shall be disclosed by the receiving Party to anyone outside of the Party´s organization respectively.

The Parties may however disclose confidential information to its legal or financial advisors, provided that such advisors are bound by secrecy undertakings.

6. Force majeure

Neither party will be liable for any delays or failures in performance (other than payment obligations under these Conditions), losses or damage due to unforeseen event beyond its control, to the extent such an event prevents or delays the affected Party from fulfilling its obligations under the Agreement and the affected Party is not the direct or indirect cause of such an event and is unable to pre¬vent or remove such an event, including without limitation, pandemics, war, terrorism or the public enemy; riot, civil commotion or sabotage; expropriation, condemnation of facilities, changes in law, national or state emergencies or other governmental action; strikes, lockouts, work stoppages or other such labor difficulties; floods, droughts or other severe weather; fires, explosions or other catastrophes; or accidents causing damage to or destruction, in whole or in part, of the equipment or property necessary to perform the Services.

7. Customer relations

Volve may use Customer’s name and logo in lists of customers, on earnings calls and releases, marketing materials and on its website. In addition Volve shall be entitled to make reference to the Customer use case and make a short description thereof for marketing, sales financial and public relation purposes and publish it on its website. Such use case or description shall be provided for review to Customer in advance who will not unreasonably refuse or delay its consent.

8. Applicable law and competent courts

These Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Belgium. No effect shall be given to any choice-of-law or conflict-of-laws rules or provisions that would cause the laws of any other jurisdiction to be applicable.

Any dispute concerning the entering into force, the validity, the interpretation, the execution, the suspension, the termination and the enforcement of the Conditions, the quotation and the subsequent contract shall be exclusively resolved by the Courts of Antwerp.