Empower Financial Collaboration

General Terms and Conditions of Service - 2024

Unless otherwise agreed in writing, the following General Terms and Conditions shall apply to the agreement with the customer. These terms and conditions are applied by FinFlowConnect B.V. . In these terms and conditions, the company of FinFlowConnect B.V. the customer concludes the contract is referred to as ‘the contractor’.

Article 1 - Scope of the agreement

  1. The scope of the agreement is determined by the description of the services contained therein, including all modifications, which are mutually agreed upon. Additional agreements or arrangements for modification shall be binding only if agreed or confirmed in writing between the parties.
  2. Any purchase conditions or other conditions of the client shall not apply to the contract.
  3. All clauses in these general conditions are also made for the benefit of the directors and employees of the contractor as well as any third parties or auxiliary persons engaged by the contractor.
  4. If arrangements have been made for a particular person to perform the assigned work and this person is unable to do so for an extended period of time or his employment with the contractor ends, the contractor shall appoint a substitute with comparable knowledge and expertise in consultation with the employer. If the client cannot agree with the choice of the substitute or the contractor is unable to propose a suitable substitute, both parties shall be free to terminate the agreement by registered letter. In that case, payment will be made on the basis of the work already performed.
  5. If the contractor’s services result in a contract between the client and a third party, the contractor is not a party to this contract with the third party unless the contractor and the client have expressly agreed otherwise in writing.
  6. If the service results in advice, the client is responsible for his/her own decisions, actions and omissions based on the contractor’s advice.
  7. The contract will be performed by the contractor to the best of his ability.
  8. Conclusion of the contract does not create a case law for its extension; extension must be agreed upon further in writing between the client and the contractor.

Article 2 - General Obligations on Execution

Quality

  1. The Contractor shall perform the assigned services carefully and competently in compliance with the legal provisions and generally applicable principles applicable to the services.

Information

  1. The client shall ensure that the contractor has timely access to all information required for the optimal performance of the work, even if this information must be provided by third parties, such as clients or other service providers of the client. The incompleteness or inaccuracy of the information provided and the late provision of the necessary information shall be at the client ‘ s risk.
  2. Both parties shall inform each other in a timely manner of circumstances and developments of which the other should be aware in view of the proper performance of the assigned work.

Delivery Time

  1. Deadlines by which the work must be completed shall only be regarded as disastrous if this has been expressly agreed. If a deadline is likely to be exceeded, the contractor shall consult with the client as soon as possible. The contractor’s liability for the consequences of exceeding the deadline shall not extend beyond the provisions of Articles 7 and 8.

Secrecy

  1. The Contractor undertakes to treat confidential information provided by the Client in the context of the assigned work in a compliant manner. The employer undertakes to indicate the possible confidential nature of the information provided in cases where this cannot be regarded as self-evident.
  2. To this end, the contractor has imposed a duty of confidentiality on all its employees and all third parties engaged in the performance of the services. In addition, depending on the nature of the services to be provided, the employees and third parties involved are bound by codes of conduct and professional codes.

Facilities and security

  1. If employees of the contractor perform work on the employer’s premises, the employer will provide the reasonable facilities required by those employees free of charge, such as – if applicable – a workspace with telecommunication facilities etc. The Client shall indemnify the Contractor against claims by third parties, including the Contractor’s employees, who suffer damage in connection with the performance of the Agreement that is the result of the Client’s acts or omissions or of unsafe situations in the Contractor’s organisation.
  2. The contractor agrees to abide by the security procedures and house rules applicable at the location where the services are provided, provided that the client has made them known to the contractor in a timely manner.

Processing of personal data

  1. The Contractor shall process personal data, properly and carefully and in accordance with applicable laws and regulations. The foregoing shall also apply in full to cross-border transmission and/or distribution and/or provision of personal data to non-EU countries. The Contractor shall process personal data received from the Client only for the purpose for which the Client has provided such data to the Contractor
  2. To the extent that the Contractor processes personal data for the Client as part of the performance of the Agreement, the Contractor shall be considered a processor within the meaning of the General Data Protection Regulation (GDPR). The contractor shall not be entitled at any time to change the to use or cause to be used in any way, in whole or in part, personal data made available to him other than for the performance of the agreement all this subject to differing legal obligations.
  3. In the case referred to in Article 2.10, the Contractor shall implement appropriate technical and organizational security measures to secure the personal data against loss or against any form of unlawful processing. These measures, taking into account the state of the art and the costs of their implementation, shall guarantee an appropriate level of security given the risks involved in the processing and the nature of the data to be protected. The measures shall also aim to prevent unnecessary collection and further processing of personal data. The contractor shall record the measures in writing.
  4. The contractor shall cooperate fully with the commissioner to (a) have data subjects obtain their personal data, (b) have personal data deleted or corrected, and/or (c) demonstrate that personal data have been deleted or corrected if incorrect or, if the commissioner disputes the data subject’s position, record that the data subject considers their personal data to be incorrect.
  5. The Contractor shall always report any security incidents – where it cannot reasonably be excluded that personal data of the Client processed by the Contractor pursuant to the performance of the contract as processor have been lost or have been or may be unlawfully processed – to the Client within the applicable statutory period. In the report the Contractor what incident has taken place, what possible consequences the incident has had for (access to) the personal data concerned, and what measures have been or will be taken to terminate the incident and prevent it in the future. In case the incident has possible consequences for (a) data subject(s), the Contractor shall report the incident to the Client within 2 working days. The Contractor will also cooperate where necessary so that the Client can adequately inform the data subject(s) about the security incident. 
  6. If the subject matter of the agreement involves processing of personal data, the contractor shall enter into a separate GDPR with the client in addition to the agreement.

Article 3 - Intellectual Property

  1. All intellectual property rights to advice, reports, drawings and other documents prepared and data collected under the agreement, which also includes models, methods and working methods developed by the contractor, shall belong to the contractor.
  2. Unless otherwise agreed, the client shall only have the right to reproduce all documents prepared under this agreement for the purpose for which the agreement was concluded. Exploitation by the client of the aforementioned documents is prohibited.

Article 4 - Price and payment

  1. Prices and rates are stated in the agreement. If a “fixed price” is included in the agreement, this price shall be the agreed price. If a “target price” is included in that agreement, then the amount stated does not provide more than an estimate of the costs. In the latter case, and also in all agreements in which no target price is stated, it is established between the client and the contractor, that the amount to be paid will be determined on the basis of subsequent calculation according to the method stated in the agreement.
  2. Unless otherwise stated, all amounts quoted by the contractor are exclusive of sales tax. The contractor shall charge sales tax to the client unless no sales tax is payable on the service in question.
  3. All amounts quoted by the contractor may be increased once per calendar year by the percentage in accordance with the Statbel index figure for wages in business services, unless a different index figure for price adjustment is stated in the contract. The contractor shall notify the client of the rate change approximately two months but no later than one month before the effective date.
  4. Payment will be made as stated in the agreement.
  5. The Client shall pay the amounts due in Euros without discount or set-off within 15 days of receipt of the invoice. If this term of payment is exceeded, the client shall owe both statutory interest and the costs of collection to the contractor, unless the contractor himself is in default. In the event of a dispute over the invoice amount, the client shall in any event pay the undisputed portion of the invoice amount within 30 days of receipt of the invoice.
  6. In case a target price has been agreed upon, if the contractor has processed 80% of the target price, he will notify the client that in his judgment the estimated budget will or will not be exceeded. In the event that overrun is likely, the contractor will indicate the estimated amount with which he expects to complete the contract. The contractor shall be entitled to suspend the work until the client has agreed in writing to the amount of the overrun. If the client does not agree to the overrun, the contractor and the client shall consult as soon as possible about completing the order within the guide price. As soon as agreement has been reached with the client, the contractor shall complete the work in accordance with these further agreements.
  7. The Client shall reimburse the Contractor for costs incurred specifically for the Client in the performance of the Services that are not included in the price for the Services. These costs include the purchase price of products purchased by the contractor on behalf of or for the benefit of the client. The contractor shall not incur costs without prior consultation with the client.
  8. If in the Contractor’s opinion the Client’s financial position or payment record gives cause to do so, the Contractor will be entitled to demand that the Client immediately furnish (additional) security in a form to be determined by the Contractor. If the Client fails to provide the required security, the Contractor will be entitled, without prejudice to its other rights, to suspend the further performance of the Agreement and all amounts owed by the Client to the Contractor on any account whatsoever will become immediately due and payable.
  9. In the case of a jointly given order, principals are, to the extent that the work on behalf of the joint principals are jointly and severally liable for payment of the invoice amount.

Article 5 - Future and Duration of the Agreement and Termination

  1. The agreement shall take effect when the client has signed the agreement without reservation and the copy thus signed has been returned to the contractor or by the client’s written acceptance of the contractor’s quotation or, if the client places an order without that order being based on a (framework) agreement or quotation from the contractor, by the contractor’s written confirmation of that order.
  2. The agreement shall end upon completion of the assignment or upon expiration of the period stated in the agreement. If a longer period than agreed upon proves necessary for the performance of the services, the parties shall consult on this as soon as possible.
  3. if:
    • either party has applied for (provisional) suspension of payment or has been granted (provisional) suspension of payment;
    • either party files for bankruptcy or is declared bankrupt by a final judgment;
    • the principal is a natural person with respect to whom the debt restructuring scheme has been pronounced;
    • the business of either party is liquidated or if a substantial part of the assets of either party are seized or a party must otherwise be deemed unable to fulfill its obligations under the agreement;
    • either party, even after written demand in which a reasonable time period is put, fails to fulfill its obligations under the agreement;
    • either party before or upon entering into the agreement any incorrect or incomplete statement has been made or caused to be made, or has concealed any facts or circumstances known to him, to the extent that such incorrectness, incompleteness or concealment is of such a nature that the other party would not have entered into the agreement or would not have entered into the agreement on the same terms, if it had known the true state of affairs; then the other party is authorized to terminate the agreement in the interim without (further) notice of default and prior judicial intervention in whole or in part.
  4. Without itself being liable for compensation in any case of termination as referred to in the preceding paragraph, the party terminating the agreement shall be entitled to compensation for the pecuniary loss resulting from the interim termination.

Article 6 - Force Majeure

  1. In the event of force majeure, which exists when a failure cannot be attributed to a party because it is not due to fault on the part of the party concerned, nor for its account by virtue of law, legal act or generally accepted practice, the fulfilment by the party concerned of the obligations ensuing from the agreement shall be suspended in whole or in part for the duration of such force majeure without the parties being mutually liable for any compensation in this regard.
  2. The party that is or believes to be in force majeure shall notify the other party as soon as possible and, if requested, confirm this in writing, submitting the necessary documentary evidence.
  3. The parties shall consult as soon as possible on the prevention or mitigation of (harmful) effects of the force majeure situation for the performance of the agreement.

Article 7 - Liability

  1. he contractor shall perform the services assigned to him to the best of his ability and knowledge. Should damage nevertheless occur, the contractor shall be liable only for direct damage attributable to fault of the contractor or persons used by the contractor in the performance of services and work.
    The total damage to be compensated by the contractor in respect of the agreement shall be limited to the total price of the agreement, as defined in Article 4. If the services were performed under a master or framework agreement or if the agreement covers several separate assignments, the damage shall be limited to the price owed by the client for the performance of the relevant services in the calendar year in which the damage occurred or for the relevant separate assignment. The client shall make every effort to limit or undo the damage as much as possible.
    Direct damage does not include lost profits, sales or savings, lost opportunities or goodwill, lost capital appreciation that would have occurred if the damaging event had not occurred, claims of third parties (this enumeration is not exhaustive). 
  2. The Contractor shall have the right to limit or undo the damage at its own expense.
  3. The limitation of liability as described in paragraph 1 is also stipulated for the benefit of auxiliary persons engaged by the contractor, including partnerships and private limited companies affiliated with the contractor and their partners, directors and employees.
  4. The client indemnifies the contractor against all claims by third parties as a result of the client’s acts or omissions contrary to advice given by the contractor.

Article 8 - Expiry period

  1. Insofar as these conditions do not provide otherwise, rights of action and other powers of the Client against the Contractor in terms of services provided by the Contractor shall lapse at least one year after the time when the Client became aware of or should reasonably have known of the existence of these rights and powers.

Article 9 - Prohibition of personnel recruitment

  1. During the execution of the agreement and within one year of its termination, neither party may employ or otherwise have employees of the other party, who have been involved in the execution of the agreement, work for them, directly or indirectly, nor negotiate employment with them, except with the consent of the other party.
  2. The party, which acts in violation of the previous paragraph, shall owe the other party an amount equal to twice the price of the agreement as described in Article 4, or an amount equal to twice the price, which the client owes for the performance of services under a master or framework agreement or an amount equal to twice the price for a separate order in case of an agreement involving several separate orders, but at least €25,000 (twenty-five thousand euros).

Article 10 - Continuing Obligations

  1. Obligations which by their nature are intended to continue even after the expiration of the agreement shall retain their effect thereafter. These obligations include, among others: confidentiality (Article 2 paragraphs 5 and 6), processing of personal data (Article 2 paragraphs 8 to 12), intellectual property (Article 3), liability (Article 7), limitation period (Article 8), prohibition on taking over staff (Article 9), applicable law and disputes (Article 11).

Article 11 - Applicable Law, Disputes

  1. The agreement and the conclusion of the agreement are governed by Belgian law.
  2. Any dispute between the parties relating to the agreement will be submitted to the Court of Hasselt.
  3. All costs incurred by the contractor in exercising and maintaining its rights, such as judicial and extrajudicial collection costs, shall be borne by the client.

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