General
These general terms and conditions are valid from June 1, 2015, and replace all previous ones. These general terms and conditions apply to all activities of tillit BVBA (hereinafter "tillit"). The registered office of tillit is established in Belgium, 9160 Lokeren, Klokkengieterijstraat 21. Tillit is registered in the register of legal entities of Ghent with company number 0822.962.747. In these conditions, the customer is understood to mean: every (legal) person who has concluded or wishes to conclude an agreement with tillit, and in addition, their representative(s), authorized person(s), legal successor(s) and heirs. Working days are defined by tillit as all days of the week with the exception of Saturdays, Sundays and public holidays. A working day begins at 9:00 AM and ends at 6:00 PM. All our offers, agreements and the execution thereof are exclusively governed by the present conditions. Deviations must be explicitly agreed with tillit in writing. The customer's own terms and conditions remain unaffected insofar as they do not conflict with the present conditions. In that case, the present conditions shall prevail at all times. Unless there is an explicit written notification from the customer, they accept the current terms of sale.
Quotes
Every quote or price determination by tillit is always subject to change and remains without commitment until it is confirmed in a written agreement. The price agreements are included in the agreement between the parties and, if they are included in an appendix, this shall form an integral part of this agreement.
Cancellation
The customer is not allowed to unilaterally terminate an agreement. If this nevertheless happens, tillit has the right to charge the customer by way of lump-sum compensation 10% of the agreed fee if the execution of the services has not yet commenced and 15% of the agreed fees still to be due if the execution of the services has commenced. Nevertheless, tillit has the possibility to claim compensation for the damage suffered if this would be higher than the stated lump-sum compensation.
Complaints
Any complaints will only be processed by tillit if they are reported to tillit directly within three working days after delivery of the performance in question, in writing and by registered letter, with a precise description of the nature and the ground of the complaints. Complaints about invoices must also be submitted in writing within three working days after the invoice date. After this period has expired, the customer is deemed to have approved the delivered items or the invoice respectively. In that case, complaints will no longer be processed by tillit. If the complaint is found to be justified by tillit, tillit is only obliged to still deliver the agreed performance.
Force Majeure
Tillit will do everything possible to perform the agreed service to the best of its ability and will in no case be liable for damage resulting from force majeure. "Force Majeure" means: Any circumstance independent of the will of the parties or unforeseen circumstance as a result of which performance of the agreement can no longer reasonably be required by the other party. This includes, among other things, illness or dismissal of the employee or subcontractor who would perform the service on behalf of tillit for the customer. If the force majeure is of a temporary nature, tillit has the right to suspend the execution of the agreement for as long as the circumstance causing the force majeure no longer occurs. If the force majeure is of a permanent nature, the parties can make an arrangement regarding the dissolution of the agreement and the consequences attached thereto. Tillit is entitled to claim payment for the services performed during the execution of the agreement in question before the circumstance causing the force majeure occurred. The party who believes they are in (or will be in) force majeure must immediately inform the other party thereof both by telephone and in writing and/or by e-mail. In that case, the parties will do everything possible to find a solution that is reasonable and acceptable for both parties.
Liability
Tillit is not liable for any compensation for economic damage, of whatever nature, direct or indirect, including business damage, to movable or immovable property, or to persons, both with the customer and with third parties. The customer must at all times ensure a proper backup of data and information and can never hold tillit liable for the loss of any data whatsoever as well as for the consequences that the loss could entail for the customer. Tillit is insured for its professional liability. The customer can obtain an insurance certificate upon first request. The customer accepts that the compensation for any damage will in any case be limited to the amount of the coverage of the professional liability insurance and/or to the amount of the contractually agreed fee for the assignment in question.
Payment
Unless otherwise agreed in writing, or otherwise stated on the invoices, invoices must be paid 15 days after the invoice date. All payments made by the customer serve primarily to settle any interest and collection costs incurred by tillit and then to settle the oldest outstanding invoices. In case the customer: Is declared bankrupt, or an attachment is placed on all or part of their property, dies or is placed under guardianship, fails to fulfill the obligations resting on them, fails to pay an invoice amount or part thereof within the period set for this, commits a serious error, proceeds to strike or transfer their business or part thereof, including the contribution of their business to a legal entity to be established or already existing, or proceeds to change the objective of their business; tillit has the right, by the mere occurrence of one of the mentioned circumstances, either to dissolve the agreement or to immediately claim any amount owed by the customer on the basis of the services provided or goods delivered by tillit in its entirety, without any warning or notice of default being necessary, all without prejudice to the right to compensation for costs, damage, interest and the other rights accruing to tillit.
Interest & Compensation
If payment has not taken place within the stated period, the customer owes default interest by operation of law and without prior notice of default from the first day after the due date of the invoice at an interest rate of 7% per year. In addition, the unpaid amount will be increased by 10% but with a minimum of 125.00 EUR as compensation for the damage and/or costs that tillit suffers and/or will suffer as a result of the non-payment.
Non-solicitation
The customer undertakes and guarantees that they, nor any company associated with them, within a period of two years after termination of the contractual relationship with tillit, will employ an employee or subcontractor of tillit by way of an employment contract or independent service agreement. Tillit shall be entitled to claim lump-sum compensation of 2,000 EUR per infringement per day, without prejudice to the possibility of claiming compensation for the actual damage.
Applicable Law
Belgian law exclusively applies to all our offers, agreements and the execution thereof.
Disputes
Only the courts of Ghent are competent to settle disputes arising from or related to the agreement to which these conditions apply or the conditions themselves and their interpretation or execution, of both a factual and legal nature. Tillit is nevertheless entitled to have the dispute settled by arbitration.