These general terms and conditions ("General Terms and Conditions") are of Semasu BV with registered office at Leuvensesteenweg 643 bus 12, 1930 Zaventem, Belgium, BE 0762.772.366 and all its legal successors.

otherwise known as the Semasu

These General Terms and Conditions apply to all offers, proposals, quotations ("Offer"), orders, agreements and deliveries concerning the delivery of goods and/or services by Semasu to its customer. Deviations from these General Terms and Conditions are only opposable to Semasu if Semasu has accepted them explicitly and in writing. In that case, the other provisions of these General Terms and Conditions remain fully applicable. The Client cannot derive any rights for other or future transactions from agreed deviations. If preference is expressly given in writing to the customer's terms and conditions, the following terms and conditions shall apply additionally.

By placing an order by the Client, by the Client's acceptance of a Quotation, or by the signing or (start of) execution of the agreement by Semasu or the Client, the Client unconditionally and irrevocably accepts these General Terms and Conditions, which are binding.

These Terms and Conditions are valid from January 1, 2021 and replace all previous ones. The Client may not transfer its agreement or any part of it to a third party without the express written consent of Semasu.

All quotations are non-binding and only apply to the B2B market. Unless explicitly stated otherwise, every Offer is valid for 30 calendar days after the date of the Offer and automatically expires upon the expiry of this period.

All deadlines, references to technical data or other elements mentioned in an Offer are purely indicative and not binding for the execution of the Offer, unless otherwise agreed in writing. Semasu has the right to correct errors in the Offer or to withdraw the Offer at any time.

Semasu cannot be held liable for the exceeding of deadlines or the modification of data or elements, and this is not a valid ground for cancellation, dissolution or suspension of the execution of the agreement by the Client, nor can it give rise to any price reduction or compensation. Semasu will inform the Client to the best of its ability about the (suspected) exceeding of a term or the adaptation of data or elements.

The Offer is based on the information provided by the Customer. If it appears that the data are not correct, the Customer will be informed. If Semasu has to provide additional services for this purpose, an additional Offer will be made to the Client. Semasu reserves the right to suspend the entire execution pending agreement on the additional services.

By placing the order or confirming the Offer, the Customer acknowledges to be fully informed and to understand what is stated in the Offer. All orders placed by the Customer are binding to the Customer. Semasu shall only be bound by an order from the Client if Semasu has explicitly confirmed in writing that it accepts it. The agreement is only concluded after acceptance of the order.

The Customer accepts partial deliveries of goods and services. Partial invoices may be issued for this. The signing by the Customer of the delivery note implies the (completion) delivery and acceptance of the delivered goods or services.

The risk relating to goods passes to the Customer at the time of delivery. The risk relating to services is transferred to the Client upon delivery or acceptance of the service. If the Client does not sign the delivery note, the risk passes from the day when Semasu has delivered the goods or announces the execution of the services. The transfer of ownership of the goods will only take place when the price has been paid in full, and any interest and compensation for late payment has been paid. Accordingly, these goods may not be sold, disposed of, pledged, hypothecated or encumbered by the customer without the express written consent of Semasu. The customer pledges not to take any action that would make the identification of these goods more difficult.

Semasu reserves the right to make sure technical improvements or adaptations to the ordered goods or services during delivery in accordance with legal regulations, to the extent that this does not involve significant changes or to the extent that this is necessary. If during the execution of the services, it appears that the Quotation cannot technically be executed, Semasu is not obliged to execute the Quotation, and it can be canceled without any compensation.

Semasu has the right to call upon third parties for the execution of certain services, without the need for permission from or notification to the Client.

The Client shall make all information and documents necessary for the execution of the assignment available to Semasu in a timely manner and shall cooperate in the execution of the assignment in the required manner, in accordance with the applicable rules and legislation.

The Client must be in possession of the necessary licenses for all software used by him, including third-party software. The Client shall at all times indemnify Semasu against all possible claims of third parties with regard to this software. The Client shall also ensure that its hardware complies with the minimum requirements specified by Semasu.

The Client undertakes to give the employee of Semasu who is in charge of the performance during normal working hours and in accordance with the access rules of the Client's company access to all rooms, installations (hardware, software, networks, etc.) and means necessary to allow Semasu to perform the performance in a prescribed manner. If the Client does not comply with these obligations, the term will be extended, and the price may also be adjusted.

All prices and other amounts are expressed in euros and exclude VAT and other taxes and levies, unless mentioned otherwise. If these taxes and levies increase after the conclusion of the agreement, this can be passed on to the Customer. Any surcharges and updates will be charged at the rates applicable at that time.

Unless otherwise stipulated in the Offer, the goods shall be charged at fixed prices, and the services shall be performed at hourly rates (at the rates applied at that time) or at the fixed price indicated in the Offer. Other costs will be charged additionally. An Offer can always be requested from Semasu at info@semasu.be

All invoices are payable to the address of the registered office, on the due date and the account number as stated on the invoices. Appointees are not authorized to receive payments. One or more advance payments may be requested in the form of a fixed rate or on the basis of an hourly rate before the start and during the execution of the assignment. These deposits will be deducted from the final invoice.

In the event of non-payment on the due date, the Customer shall automatically and without prior notice of default, increased by a rate of interest of 8% on the total amount of the invoice on an annual basis. In addition, in the event of non-payment or partial non-payment of an invoice within one month of the due date, the Client shall be liable by operation of law and without further notice of default to pay compensation of 10% of the total amount of the invoice, with a minimum of 250 euros. All judicial and extrajudicial collection costs of invoices are for the account of the Customer, with a minimum amount due of 10% of the total amount of each invoice. If an invoice is not paid on its due date, Semasu has the right to suspend its obligations and to terminate these and all other agreements with the Client. Late payment of any individual invoice shall render all other invoices, even if not yet due, immediately payable, automatically and without prior notice of default, regardless of the terms of payment agreed to previously and without prior notice of default. The Client is not entitled to set off debts towards Semasu.

Complaints concerning invoices must be made by registered letter, stating the reasons, within 8 calendar days of the date of the invoice. In the absence of a timely complaint, the invoice shall be deemed to have been definitively accepted.

The Client can only suspend a payment if he demonstrates that Semasu has not fulfilled a contractual obligation and if he has informed Semasu thereof in advance by registered letter. In any case, the amount of the suspended payment can only relate to that part of the goods or services that relates to the alleged violation of the contractual obligation. A suspension of payment by the Customer is only possible if (the part) of the good or service is separately identifiable on an invoice.

In the event of late payment of invoices, the Client undertakes to allow Semasu, without prior notice, to repossess the delivered goods immediately, to allow Semasu access to its premises for that purpose and to carry all transport costs.

Semasu is not obliged to comply with contractual obligations, the performance of which has become impossible. In any case, Semasu cannot be held liable for non-compliance with its contractual obligations or resulting damages of the Client as a result of strikes, total or partial stagnation of transport, electricity and telecommunication disturbances, business disturbances, failure and/or force majeure of its suppliers, licensing requirements and other legal and administrative requirements, all of which are considered as force majeure.

If the force majeure situation lasts or threatens to last longer than 10 working days, Semasu has the right, by operation of law, to dissolve the agreement immediately by registered letter, without a prior appeal to a judge and without the customer being able to claim any compensation. In such a case, Semasu will be entitled to the payment by the Client of all goods or services already delivered and of the costs already incurred with a view to the future execution of the agreement.

Semasu's failure to fulfill its contractual obligations as a result of such force majeure situations does not give rise to the termination, dissolution or suspension of the execution of the agreement by the Client, nor does it entitle the Client to a price reduction or compensation.

The parties shall treat all information, obtained orally or in writing, in any form whatsoever, which can reasonably be assumed to be confidential, as strictly confidential and shall not disclose it to third parties without the prior, explicit and written consent of the other party, unless this is required by law or judicial authorities. In the latter case, the disclosing party shall immediately inform the other party.

Semasu shall have the right to disclose the existence of the agreement with the Client for publicity and other commercial purposes.

Any intellectual, industrial or other property right (whether registered or not) in works, goods or services owned, used or created by Semasu, its employees, consultants or subcontractors in the course of executing the agreement (including software, material, technology, skills, know-how and information about its use) shall remain the exclusive property of or in use by Semasu and/or its licensors, as the case may be and may not be made public or reproduced without the express written consent of Semasu. The delivery of goods and/or services by Semasu to the Customer does not imply any transfer of any such right. The fees paid by the Customer do not constitute payment for the transfer of any such right.

If the Customer acquires a user license from Semasu or through Semasu from a third party, the Customer may only use it in accordance with the terms of this user license.

In case the Customer provides material, such as software, texts, images, etc. within the framework of the execution of the order, the Customer guarantees that the use of such material does not infringe any intellectual property rights.

If the parties have nevertheless explicitly and in writing agreed on the transfer of such rights, Semasu shall remain the holder of such rights until the moment of payment by the Client of the full price and all additional costs (including interest and damages for late payment of invoices).

The parties will only process, use or store personal data for contractually determined purposes in accordance with the applicable legislation. The client shall bear responsibility for the respect of privacy and compliance with the general and special laws on data processing. The data may only be used for the performance of the contract between Semasu and the Customer.

Within the framework of the cooperation, personal data of candidates and employees are exchanged between the parties.

The parties expressly confirm that these data are collected and processed by them in accordance with the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and the European Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the General Data Protection Regulation - GDPR) with a view to the execution of the contract that is concluded between the parties and of the recruitment and personnel policy. The client must comply with all provisions of the GDPR. The client is liable for any harm caused as a result of improper compliance with the GDPR.

Both the client and Semasu are regarded as controller with regard to this processing.

All contractual obligations of Semasu are effort commitments. Semasu makes no representations or warranties of any kind, express or implied, with respect to the goods or services, including any warranties of suitability for a particular purpose, result or merchantability, and any software is provided to the Customer "as is".

The Customer shall at all times take the necessary measures to safeguard the integrity, safety, and maintenance of the software, hardware, and all other materials.

In the event of an alleged malfunction of the goods or services, the Customer shall actively cooperate in all investigations aimed at identifying the cause of the malfunction and shall take all measures to safeguard evidence that may be relevant.

All goods or services supplied to the Customer by a subcontractor of Semasu or to Semasu by a third party and which Semasu in turn supplies to the Customer, are only subject to the warranty and liability conditions that apply between this subcontractor or third party and Semasu. The Customer must immediately inspect the goods and services for defects upon delivery or acceptance.

Any visible defect or delivery deficiency must be notified to Semasu no later than at the time of delivery. Any hidden defect or delivery deficiency must be notified to Semasu by registered letter within 8 days of its discovery. Regarding to hardware, any defect, which manifests itself more than 12 months after delivery, shall be deemed not to have been present at delivery. As far as software is concerned, this deadline should be reduced to a period of two months.

In case of a defect attributable to Semasu and the above formalities have been complied with, Semasu’s warranty obligation shall, where the defect is repairable, be limited to repairing he defect and where the defect is not reasonably repairable, be limited to replacing the goods with an identical or equivalent good. The Customer is not entitled to any compensation. The Client is only entitled to the free repair of the good or service or the free replacement of the good or service, at the discretion of Semasu. If the replacement or improvement free of charge is impossible or disproportionate, the Customer only has the right to demand an appropriate price reduction.

Semasu shall not be liable for any consequential or indirect damage or loss, loss of data, recovery of data, profit, income, revenue or other financial or commercial losses, whether arising from non-compliance with its obligations. Semasu is also not liable in case of damage suffered as a result of actions or lack of actions that are not exclusively and directly attributable to Semasu.

In any case, Semasu's liability towards the Customer is limited to 1000 euros per incident, on the understanding that Semasu's total liability arising from the agreement is always limited to 20% of the total value of the agreement.

The duration of the contract is in principle until the end of the project, unless a different duration has been expressly agreed in writing.

In any case, Semasu has the right to immediately terminate the agreement early without any compensation, without further notice or proof of default and without prior recourse to a court of law if: (a) the Client is in breach of a contractual obligation and does not adequately remedy it within a period of 10 working days after Semasu's notification of the breach, (b) in the event of (petition for) bankruptcy, dissolution, liquidation or becoming insolvent of the Client, or (c) if the legal control over the Client changes.

In the event of early termination of the contract, all amounts due, even from invoices not yet due or issued, shall be payable immediately.

During the term and for 12 months after the termination of the agreement, the Client shall not employ, hire or directly or indirectly approach employees, consultants, representatives or subcontractors of Semasu or their personnel involved in the execution of the agreement, regardless of their status, with a view to recruitment or direct or indirect cooperation in any form whatsoever.

If the Client violates this article, he shall be automatically liable for a fixed compensation for each violation equal to the total gross salary of the employee, consultant, representative or subcontractor concerned over a period of 12 months prior to the non-compliance with this article by the Client, which the parties consider to be an estimate of the reasonable damage resulting from a violation of this article.

These General Terms and Conditions and any other contractual provisions between Semasu and the Client are governed by Belgian law.

The non-legality of any of the above articles shall not result in the nullity of the entire contract. In this case, both parties review the provisions of the article in question with a view to preserving the spirit of this contract.

All disputes deriving from the agreement shall be submitted exclusively to the competent court of the judicial district of Brussels.