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General Terms and conditions

1. Unalome bv:

Unalome bv is entitled to call on third-party suppliers of goods and services (hereinafter the “Suppliers”) for the performance of the Assignment.

Unless the Customer expressly indicates in writing prior to the signing of this Agreement that it wishes to cooperate with a specific Supplier, the parties will cooperate with the Suppliers chosen by Unalome bv.

All agreements with Suppliers are entered into by Unalome bv in its own name but on behalf of the Customer, unless (1) the Customer expressly requests, prior to the signing of the present Agreement, to enter into one or more agreements with one or more Suppliers directly and in its own name, or (2) Unalome bv itself requests the Customer to enter into one or more agreements directly with the relevant Suppliers.

If the Customer enters into certain agreements directly with Suppliers (either at its own request or at the request of Unalome bv), the Customer is obliged to solely fulfil all obligations arising therefrom (including all payment obligations) directly towards said Suppliers.

2. Customer:

If the Customer, as identified in the preamble to the Agreement, consists of multiple natural and/or legal persons, each of these natural and/or legal persons undertake jointly, severally and indivisibly to fulfil all obligations under the Agreement.

3. Assignment:

Unalome bv will carry out the Assignment to the best of its ability.
Unless expressly agreed otherwise in this Agreement, all of Unalome bv’s obligations under this Agreement are obligations of means.

4. Location: 

The Assignment will be performed at the Location(s) as identified in the STC (Special Terms and Conditions).

In the event that the Customer wishes to change the Location(s), the Customer will inform Unalome bv as soon as possible. In the event of late (notification of a) wish to change the Location(s), Unalome bv cannot guarantee that it will be able to perform its obligations under this Agreement under the same conditions. Any additional costs associated with the change of Location(s) will in any case be borne by the Customer, unless otherwise agreed in advance.

5. Duration:

An Assignment of indefinite Duration can be terminated by the Customer at any time and by registered letter, subject to a notice period of one month starting from the first of the month following the month in which the registered letter of termination was sent by the Customer (cf. postmark on receipt).

For an Assignment for which a specific Duration has been included in the STC, the stated Duration – unless expressly stated otherwise – is always an approximate estimate of the time that Unalome bv at the time of signing the Agreement – based on the information available – thinks it will need to carry out the Assignment. Due to the nature of the Assignment and/or matters or information that may still surface pending performance of the Assignment, the Customer understands and accepts that it is not possible for Unalome bv to guarantee the exact Duration and delivery date of the Assignment.

In the event of tacit extension of the Assignment exceeding the initially foreseen Duration, Unalome bv will continue to perform the Assignment under the same conditions as those under the current Agreement. In the event of tacit extension of the Assignment by at least seven calendar days, the Assignment will be deemed to be of an indefinite duration from the eighth calendar day (in which case the aforementioned termination arrangement with one month’s notice will also apply), unless otherwise agreed between the parties.

6. Starting date:

If the STC state a concrete Starting Date, Unalome bv will commence the Assignment at that time.

If the STC contain the statement “between [date X] and [date Y]”, the parties will determine the concrete Starting Date for the Assignment at a later date by mutual agreement. However, if “[date Y]” is exceeded and the parties have still not reached an agreement on the concrete Starting Date at that time, then Unalome bv, without prejudice to the provisions of Article 7 of these GTC and without owing the Customer any compensation, is no longer obliged to carry out the Assignment.

7. Price:

Unless stated otherwise in the STC, the stated Price is a daily rate, exclusive of VAT, due pro rata each half day started.

The Customer is also obliged to reimburse all costs incurred by Unalome bv in the context of the performance of the Assignment. Expenses in excess of € 250 excl. VAT will be submitted to the Customer for approval in advance by email (unless they have already been approved by the Customer in this Agreement). In the absence of a response within 48 hours, the costs will be deemed to have been approved by the Customer.

In the event of cancellation of at least half of the Assignment by the Customer at the following time, the Customer will still owe Unalome bv the following compensation:
  • In the event of cancellation of an Assignment of indefinite Duration:
    • prior to the Starting Date, regardless of the time: the Price for 1 month of services provided;
    • during the Duration of the Assignment, in the absence of compliance with the notice period: the Price for 2 months of services to be provided;
  • In the event of termination of an assignment of a fixed Duration:
    • up to 3 months before the Starting Date: 50% of the Price for the entire Assignment
    • from 3 months to 1 month before the Starting Date: 75% of the Price for the entire Assignment
    • from 1 month before the Starting Date and for the Duration of the Assignment: 100% of the Price for the entire Assignment
In addition to (the due part of) the Price, the Customer is also obliged to reimburse Unalome bv for all costs that Unalome bv has already incurred up to that point in the context of the Assignment (including the preparation thereof), as well as all costs that would result from the termination.

8. Invoicing

Unalome bv is entitled:
  • from the date of signing of the Agreement, to invoice the Customer an advance amounting to 25% of the Price for the entire Assignment or 1 month of services to be provided in the event of an Assignment of indefinite Duration;
  • to invoice, from the Starting Date and after the end of each month, for all services provided in the context of the Assignment during the past month (if applicable, after deduction of the advance already invoiced);
  • to invoice the balance of the Price for the Assignment still due by the Customer after the Assignment has ended.
The costs incurred by Unalome bv in the context of the performance of the Assignment will be invoiced to the Customer at the choice of Unalome bv either immediately or at the time of invoicing for the services.

All Unalome bv invoices are payable within 30 calendar days of the invoice date.

In the absence of payment on its due date, the Customer is automatically and without prior notice of default required to pay interest on arrears of 8% on an annual basis, calculated on the outstanding balance, as well as a fixed compensation equal to 10% of the initial invoice amount.

If the Customer wishes to protest an invoice from Unalome bv, this can only be done in writing, with a clear statement of reasons for the protest, and this protest must reach Unalome bv by registered letter within 30 calendar days after the invoice date. Protests not stating the reasons for such or made late will be regarded as non-existent, and the invoice will, if necessary, be deemed to have been irrevocably accepted by the Customer, except in the event of proof of fraud, or deliberate misrepresentation or deception on the part of Unalome bv.

9. Material

The Customer undertakes to use all materials made available to it by Unalome bv (concepts, designs, drawings, plans, images, photos, calculations, descriptions, presentations, quotations, contracts, etc.; hereinafter referred to as the “Materials”) for personal use only. Under no circumstances is the Customer permitted (neither during nor after the end of the Assignment) to share the Materials with third parties, except in the case of prior written approval from Unalome bv.

The Customer, spontaneously after the Assignment has been completed, and in any case at Unalome bv’s first request, undertakes to return to Unalome bv, and destroy any copies of, all the Materials that were temporarily made available by Unalome bv in the context of the Assignment with a view to its performance.

10. Intellectual property

All intellectual property rights with regard to the Materials and other matters made available or delivered as a result of the Assignment are and remain the property of Unalome bv and/or third parties.

With regard to its own intellectual property rights, Unalome bv grants the Customer a non-transferable right of use, limited to the Customer’s personal use of the relevant Materials and other items made available or delivered as a result of the Assignment. Any other use and any further distribution requires the prior written approval of Unalome bv.

As far as the intellectual property rights of third parties are concerned, the Customer is solely responsible for obtaining all necessary permissions for use, and the Customer undertakes to indemnify Unalome bv in full against all possible claims by said third parties in this regard.

11. Privacy

In the event that personal data is processed as a result of this Agreement, the parties undertake to comply with the applicable legal provisions, including the provisions of the General Data Protection Regulation (hereinafter also the “GDPR”).

If the Customer communicates personal data of itself or third parties to Unalome bv in the context of the Assignment, Unalome bv will always act as “processor” of those personal data on behalf of the Customer. Unalome bv undertakes to process the personal data only for the purpose of performing the Agreement. To this end, the Customer gives Unalome bv explicit permission to communicate the personal data concerned to its representatives, employees and Suppliers, insofar as this is necessary for the purpose of performing the Agreement (on the understanding that the Customer itself, as data controller with regard to the data subjects, is responsible for obtaining the necessary permissions for the processing of their personal data). Unalome bv undertakes not to transfer this data to other third parties, except with the additional, express agreement of the Customer, or if this is required by law or a court order. In the event that the Customer receives a request from a data subject whose personal data has been processed to exercise their rights in accordance with the provisions of the GDPR, the Customer will promptly inform Unalome bv thereof, after which Unalome bv will respond in accordance with the applicable provisions of the GDPR. Unalome bv undertakes to take appropriate technical and organisational measures to secure personal data and their processing. If a data breach is discovered, Unalome bv will inform the Customer within 48 hours of its discovery, and then further inform Unalome bv of the measures that Unalome bv has taken as a result of the data breach. Unalome bv’s liability is always limited to the specific cases provided for in the GDPR and to the direct, demonstrable damage suffered by the Customer as a result of any infringement. Unalome bv will not keep the personal data for longer than is necessary for performance of the Agreement or the period necessary to fulfil its obligations under any legal provision or a court order.

The Customer also agrees to the retention by Unalome bv (in its capacity as data controller) of the Customer’s personal data stated in the preamble to this Agreement, for inclusion by Unalome bv in its customer database for the purpose of processing it with the aim of being able to continue to inform the Customer about the activities of Unalome bv in the future. If it concerns personal data of mandataries, employees or appointees of the Customer, the Customer guarantees to have obtained their permission for this and to indemnify Unalome bv in this regard. The aforementioned storage and processing will continue until the moment that the Customer requests Unalome bv in writing (by email or by letter) to no longer store and process its data, in which case Unalome bv will do so as soon as possible and no later than 30 calendar days following receipt of the request. Unalome bv undertakes not to transfer this data to third parties, except with the additional, express agreement of the Customer, or if this is required by law or a court order. As a data subject, the Customer is at all times entitled to request Unalome bv in writing (by email or by letter) to view, correct, object to (further) processing, limit the processing, to have data erased or to withdraw consent to processing. In the case of complaints regarding the processing of its personal data, the Customer can contact the Belgian Data Protection Authority ((www.gegevensbeschermingsautoriteit.be); contact@apd-gba.be; 02/274.48.00).

12. Duty to cooperate

The Customer understands and accepts that Unalome bv can only perform the Assignment properly if the Customer fully cooperates. To this end, Customer shall promptly respond to any question or request from Unalome bv, including any required written confirmations, statements and/or requests for feedback or additional information.

13. Suspension and termination

If a party fails to fulfil one or more of its obligations arising from this Agreement (such as, for example, a payment obligation on the part of the Customer), or fails to do so on time and the said shortcoming has not been resolved within 7 calendar days after simple, detailed notification thereof by email at the email address stated in the preamble, the other party is entitled to suspend performance of the Agreement, again by simple notification by email to the same email address, without this entitling the defaulting party to any compensation until such time as the defaulting party has remedied its shortcomings.

If the default continues for more than 14 calendar days after the above-mentioned first notice of default by email, the first-mentioned party is entitled to give the defaulting party a second notice, this time by registered letter (with a copy by email), again with a clear description of the continued shortcoming(s) and an announcement that in the absence of immediate remedy thereof, it reserves the right to terminate the Agreement at the expense of the defaulting party. If the defaulting party has still not remedied its shortcoming(s) within 7 calendar days from the second notice of default, the first-mentioned party is entitled to terminate the Agreement with immediate effect, again by registered letter (with a copy by email).

Each party is entitled to terminate the Agreement with immediate effect, without prior notice of default and without being liable for any compensation on that basis, by registered letter (with a copy by email), if:
  • the other party voluntarily declares bankruptcy, is summoned in bankruptcy proceedings before the court of first instance, or is declared bankrupt by the court;
  • the other party initiates proceedings for its judicial reorganisation (“Continuity of Enterprises Act”) or similar proceedings for a temporary or permanent suspension of its payment obligations;
  • the other party decides to voluntarily dissolve or is judicially dissolved.

14. Liability

Unalome bv is only liable for any damage that it would cause to the Customer by virtue of a defective performance of its obligations arising from this Agreement which can be qualified as an intentional error or a serious error (but not as a minor error) and – except in the event of force majeure – if it is in breach of its essential obligations that are the subject of this Agreement.

Unalome bv is not liable for any damage caused to the Customer by Unalome bv’s subcontractors.

Unalome bv’s liability is in any case limited to direct, demonstrable, contradictory established damage on the part of the Customer, to the exclusion of all indirect damage.

In addition, any liability of Unalome bv is limited in all cases – for Assignments of a definite as well as of an indefinite Duration – to a maximum of the Price for the entire Assignment in the case of an Assignment of a fixed Duration, with an absolute maximum of the Price for one full month of services to be provided in the context of the Assignment.

15. Force majeure

If a case of force majeure or the consequences of an event that the parties define as force majeure in this Agreement, turning the performance of a party’s obligation under the present Agreement temporarily impossible, that party’s obligations will be suspended for as long as the force majeure situation continues.

In any case, but not exclusively, the parties define as a force majeure situation: technical breakdowns, strikes, weather conditions, war, illness, government measures (including measures to combat Covid-19 and other epidemics and pandemics), as well as contractual and extra-contractual breaches of contract committed by third parties or the other party.

If due to the force majeure situation it has temporarily become completely impossible for Unalome bv to continue to carry out any aspect of the Assignment, any further payment obligation on the part of the Customer will be suspended for the same period, with the exception of the payment obligation for the services that have already been provided in the context of the Assignment (including any costs already incurred).

If necessary, the Duration of the Assignment will be extended for the same duration as the period of suspension.

If the suspension lasts for more than 6 months as a result of the force majeure situation, each party is entitled to terminate the Agreement with immediate effect by registered letter. In this case, neither of the parties will owe the other party any compensation, with the exception of that which was already due at the time the suspension commenced.

16. Confidentiality

The parties undertake to treat confidential information about each other, of which they receive direct or indirect knowledge as a result of the present Agreement, in strict confidence.
Information is considered confidential if this fact has been explicitly communicated by the other party or it undeniably follows from the nature of the information. Is in any case considered as confidential information: all information regarding financial matters and regarding intellectual property rights (unless such information about the Customer must necessarily be communicated to an employee, appointee or Supplier involved in the performance of this Agreement for the purpose of its proper performance, whereby the parties undertake to oblige such persons in turn to confidentiality.)

17. Loyalty. 

The parties will at all times refrain from making statements that could damage each other’s image. The parties declare that they will behave loyally towards each other, their respective employees or appointees and the Suppliers.

18. Amendments to the Agreement.

Any replacement, addition, and/or amendment of any provision of the Agreement is only binding if agreed in writing between the parties.

19. Renunciation or waiver.

Renunciation or waiver of any right arising from the Agreement can only be done explicitly and in writing. If a party should renounce or waive any right accruing to it under the Agreement, this shall not affect its other rights under the Agreement.

20. Nullity, invalidity or unenforceability.

If it should appear that one or more provisions of the Agreement would be void, invalid or unenforceable, this shall not affect the existence, validity and enforceability of the other provisions of the Agreement. In this case, the parties are obliged to revise the void, invalid or unenforceable provision, such that the effect initially intended by the parties of the provision subsequently found to be void, invalid or unenforceable is approached as much as possible, in the spirit of the Agreement and in accordance with the principles of reasonableness and fairness.

21. Applicable law and competent court.

This Agreement is fully governed by Belgian Law. Any dispute relating to the present Agreement that the parties cannot settle amicably will be submitted for judgement to the materially competent court of the judicial district of West Flanders, Bruges Division.