General terms and conditions


Article 1er - Scope of application

These terms and conditions apply to any Proposal signed by the Client. They shall prevail over any terms and conditions of the Client. 

Article 2 - Definitions

For the purposes of these general conditions, the following definitions shall apply:

  • "Client" means any natural or legal person to whom a Proposal is addressed.
  • "Terms and Conditions" means these terms and conditions.
  • "Proposal": Any document in any format whatsoever (e.g. paper, fax, e-mail) issued by Climact which proposes to the Client the provision of a Service and/or a Deliverable in an Estimated Schedule for a lump sum or on a fee basis.
  • "Signed Proposal" means any Proposal that the Client has signed.
  • "Service" means the service that is the subject of the signed Proposal.
  • "Deliverable": The written document which, in principle, concludes the provision of the Service.

Article 3 - Contractual documents

In the event of an explicit conflict between a signed Proposal on the one hand and the General Conditions on the other, the specific provisions of the signed Proposal shall prevail over the explicitly conflicting provisions of the General Conditions. 

Article 4 - Provision of the Service

  1. CLIMACT shall use all means reasonably available to it to provide the Service to the Customer and to prepare the Deliverable.
  2. The provision of the Service and the delivery of the Deliverable are expressly accepted by the Client if the Client has not raised an objection within 10 working days of such delivery. 
  3. Each Party may request the other Party to modify the Service to be rendered and/or the Deliverable to be provided. To this end, the Party requesting such modification shall provide the other Party with sufficient details to enable the latter to estimate the impact of this request on the Service, on the Deliverable and on the estimated timeframe for the provision of the Service and the delivery of the Deliverable. Each party undertakes to consider in good faith any request for modification of the Service. If accepted, the modification will result in a new Proposal which will only become effective once it is an executed Proposal.

Article 5 - Cooperation of the CLIENT

In order to enable the provision of the Service and the delivery of the Deliverable, the Customer shall ensure the availability of its personnel to provide CLIMACT with the necessary assistance.

Article 6 - Remuneration for the service and reimbursement of expenses

  1. The Client shall pay CLIMACT for the provision of the Service and/or delivery of the Deliverable in accordance with the principles set out in the Signed Proposal.
  2. In addition to the amounts resulting from the application of the principles set out in the Signed Proposal, the customer shall reimburse CLIMACT for reasonable and duly justified costs relating to travel and accommodation which are strictly necessary for the provision of the Service.

Article 7 - Invoicing, taxes and payment

  1. Unless otherwise stated in the Proposal, the invoicing conditions are :
    • 40% on order, acceptance of the Proposal
    • 40% at a milestone defined in the Proposal
    • 20% on final delivery of the Deliverable.
  3. Invoices shall be sent electronically to the Client who accepts this method of invoicing. Amounts due shall be denominated in Euros.
  4. Any invoice must be paid within thirty (30) days of its electronic receipt by the Customer. Receipt shall be deemed to have taken place on the day the e-mail is sent.
  5. Any invoice which is not contested within eight (8) days of receipt by CLIMACT by registered letter to Place de l'Université 16, 1348 Louvain-la-Neuve shall be deemed to have been accepted by the Client.
  6. The Customer who disputes part of an invoice in accordance with the preceding paragraph shall pay the undisputed part of the amount of that invoice. Upon receipt of the notification by registered post referred to in the previous paragraph, the Customer and CLIMACT undertake to work in good faith to resolve the dispute concerning the invoice in question in an equitable manner and, in the event of failure to resolve the dispute within a period of fifteen (15) days from receipt of the notification, to submit their dispute to the court referred to in Article 13 of the General Terms and Conditions, at the initiative of the most diligent party.
  7. CLIMACT shall temporarily not be entitled to claim interest for late payment on the disputed amount of the invoice. If after the settlement of the dispute the dispute appears to be unfounded, and in the event that the Customer has not paid the disputed amount before the due date for payment, the latter shall be liable to pay interest at the legal interest rate applicable to late payment in commercial transactions, for the period from the contractual due date for payment to the actual date of payment.

Article 8 - Confidentiality

  1. CLIMACT acknowledges that all information, documents and notes provided to it by the client, in whatever form - written or verbal - or on whatever medium, are strictly confidential.
  2. As an exception to the previous paragraph, information shall not be considered confidential:
    • which would be publicly available at the time of its communication to CLIMACT;
    • which become accessible to the public after the date of its communication to CLIMACT without CLIMACT being held responsible;
    • that CLIMACT had in its possession before the Customer communicated them to it, CLIMACT being able to provide reasonable proof of this;
    • which would be communicated to CLIMACT by a third party who would be entitled to dispose of them freely.
  4. Whatever the medium used by the Client to communicate confidential information (fax, ordinary or registered mail, e-mail, telex, etc.), CLIMACT undertakes to respect the confidential nature of this information and to disclose it, in whole or in part, without the prior written consent of the Client, only to members of its staff, its employees or subcontractors , who require it for the provision of the Service, and to public authorities who require its production CLIMACT undertakes to pass on this obligation of confidentiality to its staff, employees and/or subcontractors.
  5. The confidential information transmitted by the Client is and remains its exclusive property. It is communicated without any waiver by the Client of its rights in respect thereof.

Article 9 - Personal data

  1. CLIMACT shall take appropriate technical and organisational measures to implement the principles of personal data protection effectively and incorporate the necessary safeguards in the processing of such data, so as to comply with the current regulations applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter, the GDPR).
  2. Without prejudice to Article 7 and the GDPR Compliance Statement attached to these Terms and Conditions, CLIMACT undertakes to: 
    • Process personal data only for the purposes for which the signed Proposal was signed, unless otherwise required by law;
    • Guarantee the confidentiality of personal data processed under the signed Proposal; 
    • Respond to requests to exercise the rights of data subjects: right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, right not to be subject to automated individual decision making (including profiling);
    • Retain data only for as long as necessary for the purposes of the signed Proposal or as required by or under the law;
    • Ensure that its staff, collaborators and subcontractors have the same sufficient guarantees so that the processing of personal data meets the requirements of the GDPR;
    • To notify the Customer of any personal data breach within a maximum of 48 hours of becoming aware of it and to use all reasonable means to remedy the breach.

Article 10 - Intellectual Property

The intellectual property rights held by CLIMACT or the Customer - either in ownership or by virtue of a licence - which relate to hardware and software pre-existing the provision of the Service, as well as the intellectual rights attached to any subsequent modification of such hardware or software, shall continue to belong to CLIMACT or the Customer or, where applicable, to the entity which has granted a licence.


Insofar as this hardware or software forms part of a Deliverable and CLIMACT has the intellectual property rights to these elements, CLIMACT undertakes to grant a non-exclusive and non-transferable licence to the Customer.

Article 11 - Liability

  1. CLIMACT's liability shall not be limited in the event of death or personal injury caused by its negligence in providing the Service. Nor shall it be limited in any other case where the law prohibits a limitation of liability.
  2. Where it is held liable, CLIMACT agrees to compensate for damage that results directly from the provision of the Service. Without prejudice to article 11, paragraph 1, above, the amount of compensation is limited to the amount owed by the Client to CLIMACT in connection with the provision of the Service defined in the signed Proposal which caused the damage. The same applies to extra-contractual liability.
  3. Without prejudice to what is required by law, CLIMACT's liability shall be governed by the legal remedies and liability clauses set out in this Article 11 to the exclusion of all others.
  4. The Service and the Deliverable described in the Signed Proposal are provided for the sole benefit of the Client, unless explicitly stated otherwise. The Customer shall not be entitled to provide a copy of the Deliverable or the benefit of the Service to a third party. CLIMACT shall not be liable to any third party as a result of the use of the Deliverable or the Service in contravention of this paragraph. Consequently, the Customer undertakes to compensate CLIMACT for any expenses, costs, loss of profit, resulting from any claim by a third party due to the use of the Deliverable or the Service in contravention of this paragraph.

Article 12 - Force Majeure

  1. In the event of force majeure, the provision of the Service and/or delivery of the Deliverable may be suspended. CLIMACT shall notify the Customer in writing of the reasons and circumstances which, in its opinion, constitute such an event that prevents the provision of the Service or the delivery of the Deliverable and the foreseeable duration of these reasons and circumstances.
  2. If the situation constituting force majeure prevents CLIMACT from fulfilling its contractual obligations for a period of more than sixty (60) consecutive days, the customer shall be entitled to immediately terminate the provision of the Service and/or the delivery of the Deliverable. Any services already provided by CLIMACT shall be invoiced if they have not already been provided.

Article 13 - Applicable law and jurisdiction

The contract formed by the Signed Proposal and the General Conditions is subject to Belgian law. Disputes relating to its execution shall fall under the exclusive jurisdiction of the Commercial Court of Nivelles.

Article 14 - Miscellaneous provisions

  1. Nothing in the contract formed by the Signed Proposal and the General Conditions prevents CLIMACT from offering services to other clients.
  2. In the event that one of the clauses of the contract formed by the Signed Proposal and the General Conditions should be declared unenforceable, the enforceability of the other provisions shall not be affected. In such a case, CLIMACT and the Customer shall negotiate in good faith with a view to finding a replacement clause which, in compliance with the applicable law, preserves the original intention of the Parties.
  3. The Customer and CLIMACT acknowledge that they each have a copy of the signed Proposal and the General Conditions.
  4. The contract formed by the signed Application and the General Conditions shall bear the date indicated on the signed Application.

ANNEX

GDRP Compliance Statement

 

CLIMACT has always been committed to ensuring the security and protection of the information processed with a specific care to personal data. CLIMACT complies with existing regulations and has overhauled its approach to meet the standards and requirements of the GDRP.


As a SME, we take all reasonable measures and precaution to protect and secure the data that we process, this includes without limitation:

Data collection

  • The information we hold in our system is limited to the information required for the purpose of the mission you have entrusted us ;
  • If not publicly available, we always obtain CLIENT’s consent before collecting personal data and gives the opportunity to withdraw consent at any time;
  • We collect and process information, including personal data, only to the extent we have an appropriate legal basis for doing so such as legitimate interest, consent, legal or contractual obligation.

Data processing

  • Being subject to a strict duty of confidentiality, our team is aware of the importance of GDRP and all data protection regulations to our business and is committed to ensuring the security and protection of all data processed;
  • We ensure that any processing is lawful, fair, transparent and necessary for the mission you have entrusted us;
  • We systematically review our data processing approach according to each CLIENT’s specificities including, where applicable, its own data protection policies;
  • We automatically maintain records of our processing activities through our storage processor.

Data storage and security

  • We have physical, electronic and managerial procedures in place to safeguard and make certain the information we hold is secured;
  • Access to our premises is restricted to make data only accessible by CLIMACT employees;
  • Data is stored online on safe and secured storage servers (located in European Union) and all files are encrypted;
  • We take all reasonable measures and precaution to protect information we hold from unauthorized access, alteration, disclosure or destruction, including without limitation:  firewalls, anti-virus, password protection, intrusion prevention and detection systems, permanent surveillance through remote control, denial of service protection, etc.;
  • Access to files and folders is limited to CLIMACT employees and can be restricted to the team dedicated to the mission. At CLIENT’s request and when possible, folders can be shared with its teams to keep track of the processing;
  • No information is kept without CLIENT’s prior consent and without meeting the “data minimisation” and “storage limitation” principles. Data is removed when no longer necessary and if not required by applicable law.

Subcontractor, third-party processor and data transfer 

  • Except for storage purpose only, data is not transferred to any third-party, including subcontractor, nor internationally transferred without CLIENT’s prior consent. As for storage, we take all reasonable measures to assess recipients and verify that they have appropriate safeguards in place and meet their GDRP obligations;
  • There may be circumstances where information, including personal data, is required to be kept and shared with supervisory or regulatory authorities (intern audit, enquiries, investigations, etc.). In such circumstances, we will promptly inform data subjects and we will restrict the data to only what is necessary for those specific legal reasons.

Data breach and security incident

  • We take every reasonable precaution to protect the personal information we collect and process but if we become aware of a security breach in our processing or any of our subcontractors, we will take all reasonable measures to cease the incident and limit any harmful effect. If, despite our precaution, this should happen, we will inform data subjects and the competent authority immediately.

Data subject rights

  • At all times and under supervision of our legal department our team can provide information on individual’s rights laid down in the GDRD, including without limitation the right to access, modify, restrict processing or erase any information processed;
  • We ensure to provide the requested information, correct it if necessary and proceed with the request as quickly as possible.

Further information is available within our Privacy Policy on our website (www.climact.com/en/legal-information/). If you have any further questions please connect with the contact person identified in our proposal of service or send an e-mail to info@climact.com. 

Last updated March 14, 2022