General Terms and Conditions

  1. Introduction

These general terms and conditions (General Terms and Conditions) are those of SOLBOS VENTURES SA, for all activities related to SOLBOS VENTURES with its registered office at Rue du Bourgmestre 46, 1050 Brussels, Belgium, VAT – BE 0413.355.701, and it’s brand GINPI (Global Inspiration & Noble Purpose Institute).

1.1. These General Terms and Conditions apply to all offers, proposals, quotations (Quotations), orders, agreements and deliveries related to the supply of services and/or goods by SOLBOS VENTURES to its customer (hereinafter the Customer). Deviations from these General Terms and Conditions are only enforceable against Solbos Ventures, if SOLBOS VENTURES has explicitly accepted them in writing. In this case the other provisions of these General Terms and Conditions remain in full force. The customer cannot derive any rights from agreed deviations for other or future transactions. The application of general conditions of the customer is explicitly excluded, unless otherwise agreed in writing.

1.2. By placing an order by the Customer, by the Customer agreeing to an offer, or by SOLBOS VENTURES or the Customer signing or (beginning to) execute the contract, the Customer unconditionally and irrevocably accepts these General Terms and Conditions, which are binding.

1.3. These General Terms and Conditions are valid from 01 January 2022 and replace all previous ones.

1.4. The Customer cannot transfer its contract or part of it to a third party without the express written consent of SOLBOS VENTURES.

  1. Quotations / orders

2.1. Each Offer is without obligation and is only valid for the B2B market. Unless explicitly stated otherwise, each Offer is valid for 30 calendar days from the date of the Offer and automatically expires on expiry of this period. All time periods, 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. SOLBOS VENTURES has the right at any time to correct errors in the Offer or to withdraw the Offer. SOLBOS VENTURES cannot be held responsible for exceeding deadlines or adjusting data or elements, nor is this a valid ground for breaking, dissolving, or suspending the execution of the contract by the Customer, nor can it give rise to any price reduction or compensation. SOLBOS VENTURES will inform the Customer to the best of its ability if a deadline is (likely to be) exceeded or if data or elements are modified. The Quotation is based on the data provided by the Customer. If it appears that the data is incorrect, the Customer will be informed. If additional work is required from SOLBOS VENTURES, an additional quote will be sent to the Customer. SOLBOS VENTURES reserves the right to suspend all or part of the contract pending agreement on additional services.

2.2 By placing the order or confirming the Offer, the Customer acknowledges being fully informed and to understand what is stated in the Offer. Each order by the Customer binds the Customer. SOLBOS VENTURES will only be bound by an order from the Customer if SOLBOS VENTURES has explicitly confirmed in writing to accept it. The contract will only come into effect after acceptance of the order.

Payment terms following acceptance of the order:                
* Advance of 50% upon confirmation of acceptance             
* Remaining balance of 50%, within 30 days of  date of invoice of SOLBOS VENTURES.             

Cancellation policy following acceptance of the order:          
* Until 60 days before the start: no cost if rescheduled in the calendar year; 25% of the delivery cost if cancelation without rescheduling 
* Between 60 and 30 days before the start: 50% of the cost if rescheduled in the year; 50% of the delivery cost if cancellation without rescheduling * If less than 30 days before the start: 100% of the cost, even if rescheduled to a later date.   

  1. Supply of services

3.1. The Customer accepts modular deliveries of services. Modular  invoices may be issued for this purpose.

3.2 SOLBOS VENTURES has the right to use third parties for the execution of certain services, without requiring permission from or notification to the Customer.

  1. Obligations of the customer

4.1. The Customer shall make all information and documents necessary for the execution of the assignment available to SOLBOS VENTURES in a timely manner and shall cooperate as required for the execution of the assignment in accordance with applicable rules and legislation. The Customer shall be in possession of the necessary licences for all software used by it, including third-party software. The customer shall indemnify SOLBOS VENTURES against any third-party claims related to this software. The customer shall also ensure that its hardware meets the minimum requirements specified by SOLBOS VENTURES.

4.2. The Customer undertakes to provide SOLBOS VENTURES’s employees, contributors and sub-contractors responsible for carrying out the services, during normal working hours and according to the access rules of the Customer’s company, with access to all premises, equipment (hardware, software, networks, etc.) and resources necessary to enable SOLBOS VENTURES to carry out the services as required. If the Customer does not comply with these obligations, the deadline will be extended, and the price may also be adjusted.

  1. Prices, invoices, and payments

5.1. All prices and other amounts are expressed in euros and exclude VAT and other taxes and duties. If these taxes and levies increase after the conclusion of the agreement, this can be passed on to the Customer. Additional and supplementary work will be charged at the rates applicable at that time. Unless otherwise stipulated in the Quotation, services will be carried out at hourly or daily rates (at the rates prevailing at the time) which can be adjusted annually, or at the fixed price/lump sum stated in the Quotation. Other costs are charged additionally.

5.2. All invoices are payable at the address of the registered office, on the due date and to the account number indicated on the invoices. Before the start of and during the execution of the assignment, one or more advances may be required in the form of a fixed fee or based on an hourly or daily rate. These advance payments will be deducted from the final invoice. In the event of non-payment on the due date, the Customer shall, by operation of law and without further notice, owe an interest of 10% on the total amount of the invoice on an annual basis. In addition, in the event of full or partial non-payment of an invoice within one month of the due date, the Customer shall be liable, ipso jure and without further notice, to pay compensation of 10% of the total amount of the invoice. All judicial and extrajudicial costs incurred for the collection of invoices shall be borne by the Customer, with a minimum compensation due of 10% of the total amount of each invoice. In the event of non-payment of an invoice by its due date (i) SOLBOS VENTURES shall be entitled to suspend its obligations and terminate this and all other agreements with the Customer and (ii) the balance due of all other invoices, even those not yet due, shall become immediately payable.

5.3. The Customer is not entitled to set off debts against SOLBOS VENTURES.

5.4. Complaints concerning invoices must be communicated within 7 calendar days of the invoice date by registered letter, stating reasons. In the absence of a timely complaint, the invoice is deemed to be definitively accepted. The Customer can only suspend a payment if it proves that SOLBOS VENTURES has failed to comply with a contractual obligation and if it has previously informed SOLBOS VENTURES of this by registered letter. In any case, the amount of the suspended payment can only relate to that part of the service that relates to the alleged non-performance of the contractual obligation. A suspension of payment by the Customer is only possible if (the part) of service is separately identifiable on an invoice.

  1. Force majeure

6.1. SOLBOS VENTURES is not obliged to fulfil contractual obligations whose fulfilment has become impossible. In any case SOLBOS VENTURES cannot be held responsible for non-fulfilment of its contractual obligations or resulting damages from the Customer as a result of strikes, total or partial stagnation of transport, electricity and telecommunication failures, business interruptions, non-performance and/or force majeure of its suppliers, licensing requirements, travel- and or presence restrictions due to national regulation in view of medical  (quarantine) conditions and other legal and administrative requirements, all of which are considered force majeure.

6.2. If the force majeure situation lasts or is estimated to last longer than 10 working days, SOLBOS VENTURES has the right to immediately dissolve the agreement by registered letter, without prior appeal to a judge and without any compensation. In such a case SOLBOS VENTURES will be entitled to payment by the customer for all services already supplied and costs already incurred as part of the commencement of implementation of the agreement.

6.3. The impossibility of SOLBOS VENTURES to fulfil its contractual obligations because of such force majeure situations is not a ground for breaking, dissolving or suspending the execution of the contract by the Customer, nor does it give the Customer the right to a price reduction or compensation.

  1. Confidentiality

7.1. The parties shall keep all information obtained orally or in writing, in any form whatsoever, that can reasonably be assumed to be confidential, strictly confidential and shall not disclose it to third parties without the prior, express, written consent of the other party, except in case this is required by law or judicial authorities.

7.2. SOLBOS VENTURES will have the right to communicate the existence of the commercial/advisory serviced rendered to the Customer for publicity and other commercial purposes.

  1. Intellectual and property rights

8.1. Any intellectual, industrial, or other property right (whether registered or not) in works, goods or services owned, used or created by SOLBOS VENTURES, its employees, consultants or subcontractors in connection with the performance of the contract (including software, materials, technology, skills, know-how and information on their use) shall remain the exclusive property or in use of SOLBOS VENTURES and/or its licensors, as the case may be. The provision of goods and/or services by SOLBOS VENTURES to the Customer does not constitute a transfer of any such right. Fees paid by the Customer do not constitute payment for the transfer of any such right. If the Customer acquires a licence to use from SOLBOS VENTURES or through SOLBOS VENTURES from a third party, the Customer may only use it in accordance with the terms of this licence. In case the Customer itself provides material, such as software, texts, images, etc. as part of the execution of the assignment, the Customer guarantees that its use will not infringe on any intellectual property rights.

8.2. If the parties have explicitly agreed in writing to transfer such a right, SOLBOS VENTURES retains this right until the Customer has paid the full price and all additional costs (including interest and compensation for late payment of invoices).

  1. Data protection

9.1. The parties shall only process, use or store personal data for contractually defined purposes in compliance with the applicable legislation. Please also see the provisions on our website www.ginpi.org/general conditions/ which is an integral part of the Agreement.

  1. Guarantees

10.1. All contractual obligations of SOLBOS VENTURES are best efforts obligations. SOLBOS VENTURES makes no express or implied warranty in connection with the services, including any warranty of fitness for a particular purpose, result, or merchantability thereof and any service is provided to the Customer “as is”.

10.2. Any goods or services supplied to the Customer by a subcontractor of SOLBOS VENTURES or supplied to SOLBOS VENTURES by a third party, and which SOLBOS VENTURES in turn supplies to the Customer, are subject only to the guarantee and liability conditions that apply between such subcontractor or third party and SOLBOS VENTURES.

  1. Liability

11.1. SOLBOS VENTURES shall not be liable for any consequential or indirect damage or loss, loss of data, recovery of data, profit, revenue, turnover or other financial or commercial loss, whether arising from the breach of its obligations. SOLBOS VENTURES is also not liable if damage is caused by actions or lack of actions that are not exclusively and directly attributable to SOLBOS VENTURES.

11.2. In any case, SOLBOS VENTURES’s liability to the Customer is limited to € 1000 per incident, whereby the total liability of SOLBOS VENTURES resulting from the agreement is always limited to 50% of the total value of the agreement.

  1. Duration and dissolution

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

12.2. In any case, SOLBOS VENTURES has the right to terminate the contract immediately without any compensation, without further notice or notification and without prior appeal to a judge if: (a) the Customer breaches a contractual obligation and does not remedy this within a period of 10 working days after notification by SOLBOS VENTURES of the breach, (b) in case of (application for) bankruptcy, dissolution, liquidation or insolvency of the Customer, or (c) legal control over the Customer changes.

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

  1. Ban on recruitment

13.1. During the term and for 24 months after the termination of the Agreement, the Customer shall not employ, recruit or approach directly or indirectly, for the purpose of recruitment or direct or indirect cooperation in any form, any employees, consultants, representatives or subcontractors of SOLBOS VENTURES or their personnel involved in the execution of the Agreement, regardless of their status.

13.2. If the Customer violates this Article, the Customer shall be liable per violation automatically and by operation of law to liquidated damages equal to the total gross salary of the employee, or the full project fee of the consultant, representative or subcontractor concerned for a period of 24 months preceding the Customer’s non-compliance with this Article, which the parties consider to be an estimate of the reasonable damage resulting from a violation of this Article.

  1. Anti-corruption

14.1. The parties undertake to comply with the Law prohibiting and punishing acts of corruption and related criminal or delinquent acts, in all their dealings and relations, whether or not they are related to the Agreement.

  1. Applicable law and competent jurisdiction

15.1. These General Conditions and any other contractual provisions between SOLBOS VENTURES and the Customer are governed by Belgian law.

15.2. The parties shall endeavour to settle any dispute amicably. If no amicable settlement can be reached, each dispute shall be settled exclusively by the courts of Brussels.

Date of publishing – 01/02/2023