General terms and conditions
In these terms and conditions, « Company » means the SRL Cintam, having its registered office at Les Bons Villers and registered with the Belgian Crossroads Bank for Enterprises under number 1011.585.482 , validly represented by its director, Rosar Philippe.
Contact details:
E-mail address: info@cintam.com
Website: www.cintam.com (hereinafter, the « Website »)
Article 1 – Scope of the general terms and conditions
1.1 These general terms and conditions (hereinafter referred to as the "General Terms and Conditions") are intended to govern the entire relationship between the Company and the customer (hereinafter referred to as the "Customer") regarding the use of the Company’s application (hereinafter, the “Application”) and the provision of the services by the Company (hereinafter, the “Services”).
1.2 Any deviation from the General Terms and Conditions must be expressly agreed in writing by the Company and the Customer. Any such derogation shall be valid only for the Services for which it has been agreed.
1.3. By accepting the quotation drawn up by the Company pursuant to article 2, by using or accessing the Application, the Customer acknowledges having read the General Terms and Conditions, accepts them and undertakes to comply with them.
Article 2. Quotation and description of the Services
2.1. In order to sign up to the Services and to use the Application, the Customer shall first request a quotation to the Company. The Company reserves the right to deny access to the Services and Application, without having to justify it.
2.2. The quotation issued by the Company is made without any commitment on its part. The Company shall only be bound by a quotation issued by it and accepted in writing by the Customer.
2.3. Advance payment of the fees in article 7 is required upon acceptance of the quotation, and the performance of the Services shall start on the date of such payment (hereinafter, the “Effective Date”).
2.4. The Services and functionalities of the Application may vary according to the options chosen by the Customer (translation, number of end-users or on-site services, etc.), as referred to in the quotation.
2.5. The Customer may at any time request a modification of the options originally chosen or request any additional specific Services, subject to a new quotation and adapted fees according to article 7.
Article 3. Customer’s account – authorized users
3.1 Upon acceptance of the quotation and advance payment of the fees, the Customer shall provide the Company with accurate and complete information in order for the Company to create its member account on the Application.
3.2. If the data provided by the Customer is incorrect, incomplete or obsolete, the Company reserves the right to suspend or terminate the Services.
3.3. The Customer certifies that he/she is legally authorized to use the Services.
3.4. The identification data provided by the Company in order to access the Application are strictly personal and the Customer must ensure their confidentiality by refraining from disclosing them to any other person. The Customer shall inform the Company, without undue delay, if it becomes aware or suspects that identification data have been stolen and/or disclosed to any unauthorized person.
3.5. The Customer shall be liable for the use of the Application by all of its end-users.
3.6. Any personal data provided by the Customer within the framework of the use of the Application and the management of the Customer’s account shall be processed by the Company according to the Privacy policy available here https://www.cintam.com/privacy-policy , in compliance with the rules on the protection of personal data provided in the General Data Protection Regulation 2016/679 of 27 April 2016 (hereinafter, the “GDPR”) and the Belgian law of 30 July 2018.
Article 4. Use, availability of the Services and the Application
4.1. The Customer is responsible for the operation of its hardware, software, configuration and internet connection necessary to use the Application.
4.2. The availability of the Application may vary according to, but not limited to, the Customer’s device, location or Internet connection speed.
4.3. The Company will use commercially reasonable efforts to ensure the continued availability of the Application and related Services. However, the Company may suspend access to the Application and the Services, without notice or compensation, for maintenance purposes, in the event of technical problems, for any objective security reason and for any urgent circumstance (including in the event of fraud or suspicion or risk of misuse or fraudulent use of the Application). The Company will use its best efforts to inform the Customer as soon as possible of any interruption.
4.4. The Company does not guarantee that the Services will function without bugs or errors or will be available at all times. In case of suspension, interruption, temporary unavailability or failure of the Services, the Company will use commercially reasonable efforts to restore the Services, and the Company shall never be liable for any damages suffered by the Customer due to the fact that the Application was suspended, interrupted or temporary unavailable.
4.5. The Company reserves the right to make changes to the Application and develop new functionalities to the Application that will be made available to the Customer free of charge or subject to the payment of an adjusted fee.
4.6. The Customer is not permitted to use the Application or having it used by more end-users than the number stated on the quotation.
4.7. The Customer shall access and use the Application solely in accordance with these General Terms and Conditions and all applicable laws, statutes and regulations, and according to its purpose.
4.8. The Customer and any other end-user may not use the Application in any manner not expressly permitted herein or which would otherwise infringe the rights of the Company.
Article 5. Data, information and documents generated by the Application
5.1. In providing the Services, the Company is subject to obligation of means toward the Customer.
5.2. The Company does not guarantee and is not responsible for the accuracy or completeness of any data, information and documents generated by the Application, which are the sole responsibility of the Customer. In addition, the parties acknowledge that the Application is a tool developed by the Company to help the Customer respond to tenders, without any guarantee whatsoever on the outcome of the tendering process. Therefore, the Customer is solely liable for content uploaded, scanned or entered via the Application and the way the information made available to the Customer or validated through the Application are used by the latter during its tendering process.
5.3. The Customer acknowledges that the nature of the documents and information uploaded on the Application while using the Services is not likely to contain personal data within the meaning of GDPR. Accordingly, the Company shall not qualify as a processor within the meaning of the same legislation. If any new functionality added by the Company may result in the processing of personal data by the Company under the instructions of the Customer, the parties hereby agree to enter into a data processing agreement in the meaning of article 28 of the GDPR.
5.4. The Company is not liable for the quality, the accuracy or the completeness of the translation requested on the Application. The Customer assumes full responsibility for the use of the translation when agreeing to upload and generate such translation.
Article 6. Security and Customer Data
6.1. The Company shall make every effort to ensure the security of the Services and the Application, taking into account the generally accepted market standards.
6.2. The Customer will at all times remain the owner of the data uploaded on the Application and the Customer is solely responsible and liable for the content and accuracy of the data.
6.3. The Customer and end-users are also solely liable and will take all precautions to ensure they comply with their respective confidentiality obligations while using the Application.
6.4. The Company warrants that all data are protected to the extent commercially and reasonably practical against loss, damages or destruction, but the Company cannot guarantee that no loss, damages or destruction of data will occur.
6.5. The Customer authorizes access to its data/information as part of the technical support provided and for any database maintenance (restoration, import of data packages on request, etc.).
Article 7. Fees
7.1. The fees for the Services shall be detailed on the quotation provided by the Company (hereinafter, the “Fees”).
7.2. The Fees shall be invoiced in advance quarterly or annually by the Company depending on the option chosen by the Customer.
7.3. In case of modification of the options chosen by the Customer according to article 2.5, the Customer will be invoiced the fees related to such new options at the time of request according to the quotation issued by the Company.
7.4. Invoices are payable within 10 days of their issuance.
7.5. The Customer shall be charged annually for any use exceeding the option chosen by the Customer, as referred to in the quotation.
7.6. Any delay or default of payment shall automatically result on the payment of (i) interests at the rate stipulated by the law of 2 August 2002 and (ii) an indemnity equivalent to 10% of the unpaid amounts.
7.7. In case of delay or default of payment, the Company also reserves the right to suspend the Services and to restrict the access to the Application as long as the payment is not made, without any compensation. Such access shall be restored by the Company within 48 hours of the payment. Late payment will not modify the renewal date.
7.8. Fees are subject to annual revision on the anniversary date of the Effective Date by applying the following formula: P1 = P0 x [(S1 x 0,80) + 0,20] / S0.
Where P1 = revised price;
P0 = original price;
S0 = last labor cost index (Agoria index) at the month before Effective date;
S1 = last labor cost index (Agoria index) at the revision date.
7.9. Without prejudice to article 7.8, Fees may also be revised on the anniversary of the Effective date. The Company will inform the Customer about such adjustment one month prior. In the event that the Customer does not agree to the proposed adjustment, the Customer may terminate the Services in accordance with article 11. In absence of termination, the Customer is deemed to have accepted the adjusted Fees.
Article 8. Intellectual Property rights
8.1. All copyrights, trade name rights, trademark rights, database rights, rights in designs and trade secrets and other intellectual and industrial property rights related to the Application and/or the Services are the exclusive property of or licensed to the Company. None of the provisions these General Terms and Conditions can be interpreted in such a way that it results in the full or partial transfer of these rights to the Customer.
Article 9. License
9.1. Subject to compliance with these Terms and Conditions and payment of the Fees provided for in article 7, the Company grants the Customer a limited, non-exclusive, non-transferable and personal license to display and use the Application on any device owned and controlled by the Customer during the term of the Services.
Article 10. Liability
10.1 The Company will among others not be held responsible for:
- any malfunction of the Customer (or any other end-users) devices;
- negligent, illegal, unethical, fraudulent or criminal acts or omissions of any third party;
- hacking and/or the propagation of computer viruses, bugs or any other malware, malfunctions or errors.
10.2. In any case, the Company’s liability will not extend to indirect damages, consequential or unforeseeable damages such as loss of revenue, loss of profits, reduced goodwill, scheduling disruption, loss of services, loss of data, personnel costs or costs of external resources. The Company’s total liability shall therefore be limited to compensation for direct damages, up to an amount equaling the amounts invoiced to and paid by the Customer in the last year preceding the event causing such damages.
Article 11. Term and termination
11.1 The Services are entered into for a period of one year starting on the Effective date. The term of the Services and the Effective date will not change as a result of the Customer adding additional Services.
11.2. The Services shall be automatically renewed on the anniversary of the Effective date for an additional period of one year, unless the Customer informs the Company of its intention to terminate the Services at least three months prior the renewal.
11.3. Each party has the right to terminate the Services, immediately and without prejudice to any other right or remedy available to it, if the other party commits a major breach of its contractual obligations, and either that breach is objectively not capable of remedy anymore or, if the breach is capable of remedy, the party in breach has failed to remedy the breach within thirty (30) days after receiving a written notice requiring it to rectify the breach or any other reasonable term agreed upon by the parties). It is agreed between the parties that a failure by the Customer to pay the Fees constitutes an example of breach referred to in this article 11.3.
11.4. In any case, early termination for cause pursuant to article 11.3 shall not entitle the Customer to any refund of the Fees.
11.5. The Company reserves the right to terminate the Services for convenience at the end of the term and shall inform the Customer of such decision three months prior the term of the Services.
11.6. At the end of the Services if not renewed pursuant to article 11.2 or in case of termination for cause by the Company pursuant to article 11.3, all of the Customer’s data can be returned to the Customer subject to the payment of a fee that shall be determined in a quotation submitted by the Company. All data shall be recorded for a maximum period of 3 months after the termination.
11.6. In case of termination for cause by the Customer pursuant to article 11.3, all of the Customer’s data shall be returned to the Customer free of charge. All data shall be deleted upon return.
Article 12 - Force majeure
Article 13 - Waiver
13.1 The non-exercise by the Company of all or part of the rights and remedies stipulated in these General Terms and Conditions shall in no way constitute a waiver of such rights nor shall any single or partial exercise of any right preclude any other or further exercise thereof.
Article 14 - Assignment
14.1 The Company may assign or subcontract all or part of its obligations to a third party, without any reduction in the Customer's guarantee.
Article 15 - Severability
15.1 The nullity or unenforceability of one or more clauses of the present General Terms and Conditions shall not entail the nullity or unenforceability of the other clauses, which shall remain in full force and effect.
Article 16 - Jurisdiction
16.1. Any dispute concerning the performance of the Services and/or the interpretation and application of these General Terms and Conditions shall be settled exclusively by the Court of Hainaut – Charleroi division.
16.2. Belgian law is exclusively applicable.