General Terms & Conditions: The present document titled “General Terms & Conditions – Consultancy Services“, including its appendices.

Addendum: An amendment to the Agreement.

Agreement: These General Terms & Conditions, the Specific Terms & Conditions and Third Party Terms & Conditions (if applicable), as well as the annexes of this contract, which form an integral part thereof.

Affiliated Company/Companies: Companies within the definition of articles 1:20 and 1:21 of the Belgian Companies and Associations Code.

Bugs: An error, flaw, malfunction or defect in a computer program or system, as a result of which it does not (entirely) fulfil its function according to the specifications and leads to incorrect and/or unexpected results and/or program crashes or shutdowns.

Confidential Information: All information, in any form whatsoever (oral, written, graphic, electronic, etc.) exchanged between the Parties within the context of this Contract.

Consultant: A member of the Service Provider’s Personnel that is appointed by the Service Provider for the performance of the services under this Agreement.

Customer: The Customer stated in the Specific Terms & Conditions/purchase order.

Data: The data related to the Customer and/or its Users to which the Service Provider gains or can gain access to within the provision of the services. The Customer remains at all times fully responsible for this Data.

Day(s): (a) calendar day(s), unless otherwise specified in the Agreement or agreed between the Parties.

Force Majeure: the situation in which one of the Parties is impeded in the performance of the Agreement, either in whole or in part and temporarily or permanently, beyond the control of the Party or Parties. Without limitation, the following events shall be deemed to constitute Force Majeure: governmental decision, act or omission (e.g. delay or failure to issue, or withdrawal of any license, permit or authorisation), war declared or not, embargo, hostilities, act of the public enemy, riots, terrorist attacks, strike, general transport problems, civil commotion, sabotage, natural disasters, unfavorable weather conditions, earthquakes, fire, flood, lightening, hurricanes, explosion, epidemics, quarantine restrictions, disturbance in supplies from normally reliable sources (e.g. electricity, water, fuel and the like), power failures, failures of the internet, computer network or telecommunication facilities, the unavailability of servers of Third Parties, failures in equipment, goods, software, hardware or other materials of Third Parties of which the Customer prescribes the use to the Service Provider, Bugs in Third Party equipment, goods, software, hardware or other materials in general, hacking, (distributed) denial of service attacks, viruses, delay or failure from a subcontractor or third party supplier due to Force Majeure as defined hereinabove.

Licence: Licenses granted by the Third Party mentioned in the Specific Terms & Conditions, for which Service Provider acts as a reseller and for which the Third Party (License) Terms & Conditions fully apply.

Licence period: equals the duration of the Agreement

Offer: A document, such as an offer or proposal, wherein the Service Provider sets out the Services in detail and any other information that sets out the specific needs or specific implementation, as may be relevant.

Party/Parties: Service Provider and/or the Customer.

Personnel: employees, employees of Affiliated Companies, independent staff members, subcontractors, consultants, and any other natural or legal persons directly or indirectly involved in the provision of the Services.

Services: The services that the Service Provider shall provide to the Customer, as described in the Specific Terms & Conditions. These services are governed at all times by the General and Specific Terms & Conditions.  Unless specified otherwise, the Services shall at all times be considered to be services on a time & material basis, e.g. ticket-based services.

Service Provider: Localyse NV, with registered office at Prins Boudewijnlaan 41, 2650 Edegem, with company number BE 0818.285.268.

Specific Terms & Conditions: The Purchase Order subject to these General Terms & Conditions, that describes the services to be performed under this Agreement (often by making reference to a detailed Offer).

Third Party: A person, group or business who is not part of the Agreement of an IT service, but it required to ensure successful delivery of that IT service. Example, a software supplier, a hardware maintenance company, or a facilities department.  The Service Provider may act as a reseller for products of Third Parties and/or otherwise include them in its Services.

Third Party Terms and Conditions: The applicable relevant general (license) terms & conditions (including payment terms) relating to Third Party products (e.g. software, hardware) delivered by Service Provider and/or embedded products of Third Parties, as well as any Third Party terms related to maintenance services, as amended from time to time, which the Customer hereby expressly and completely accept and which forms an integral part of this Agreement.

User(s): The end user(s). Depending on the Services provided, these are the customers of the Customer and/or the employees/staff or other (third-party) authorized agents of the Customer to whom the Customer grants permission to make use of the Services. The Customer is exclusively responsible for the Users to whom it provides access.