General Terms and Conditions

Corilus NV Terms and Conditions

Registered office

Corilus NV 
Gaston Crommenlaan 4, PO Box 26
9050 Ghent
BE 0428.555.896
RLE, Division Ghent

1. These general terms and conditions apply not only to Corilus NV, but also to all its affiliated companies forming part of the Corilus Group (hereinafter collectively referred to as “Corilus”). Any reference to “Corilus” in these general terms and conditions therefore includes these companies, regardless of whether they act separately or jointly in connection with the supply of products or services to the Customer.
   
   
2. Quotations are valid for thirty calendar days (unless otherwise stated). The price quoted in the quotation is valid only on condition that the customer (hereinafter the “Customer”) has provided Corilus NV with all information necessary or useful for the fulfilment of the order. Quotations, contracts and collaborations are subject to these general terms and conditions. The Customer has been and remains able to consult these general terms and conditions at any time at www.corilus.be/algemene-voorwaarden. The Customer’s general terms and conditions are expressly declared not to apply, even if the Customer’s general terms and conditions contain a similar clause.
   

   Corilus NV is bound solely by a written confirmation of the customer’s orders by an authorised person within its organisation.

3. The delivery times and conditions stated in the quotation are approximate and may, where applicable, be adjusted upon the final order, including due to any delay in the Customer signing the order form or a change in circumstances at our suppliers (e.g. availability, configuration and price changes). Corilus NV shall not be liable in the event of late delivery, unless such late delivery is solely attributable to wilful misconduct, fraud or gross negligence on the part of Corilus NV. Any delay in the delivery date shall not give rise to the termination of the contract. Unless otherwise specified in writing, the goods are deemed to be sold on an Ex Works basis.
   
   
4. Force majeure/unforeseeable circumstances. Circumstances beyond our control and of such a nature that the performance of the contract becomes impossible, difficult or considerably more onerous than at the time the contract was concluded, such that performance can no longer reasonably be required of us, as well as cases of force majeure, entitle us to terminate the contract in whole or in part without any obligation to pay compensation (for example, import or export bans; measures imposed by the authorities that render delivery impossible, difficult or considerably more onerous than at the time the contract was concluded; disruption to rail or air transport; natural disasters; war; (the threat of) terrorism; strikes; lockouts; hacking, diseases and pandemics (including measures imposed by the government to prevent the spread of viruses/diseases), staff shortages, organisational circumstances, seizure, fire, breakdown of machinery and/or tools, shortages of raw materials, bankruptcy or delays on the part of suppliers or subcontractors...).
   
   
5. In the event of cancellation by the Customer of the order prior to delivery, the Customer shall be liable to pay a fixed compensation of 50 per cent of the order value, without prejudice to Corilus NV’s right to claim a higher amount of compensation if the actual costs incurred by as a result of this cancellation exceed the fixed compensation. In any event, any advance payment received shall be retained by Corilus NV.
   
   
6. The Customer accepts the hardware, software and databases supplied as being in accordance with the order placed either with a (authorised) distributor or directly with Corilus NV. Corilus NV cannot undertake any obligation regarding the functioning of its software or its adaptation to hardware systems and/or software environments that do not meet the minimum requirements, taking into account technological progress and based on advice provided by Corilus NV. The ability to carry out an upgrade (new version) of the programme and an update (refresh) of the databases and/or software may be made conditional upon an adjustment to the Customer’s infrastructure. This agreement cannot be terminated by the Customer on the grounds that the hardware and software configuration no longer complies with the general requirements in force at that time.
   
   
7. No complaint regarding the delivery shall be accepted unless it is made in writing by registered post within 8 days of receipt of the goods, or in the event that the goods have been tampered with in the meantime. No return is permitted without our prior written consent specifying the nature, quantity and value of the goods that may be the subject of such a return. Under no circumstances does this suspend the enforceability of the amounts due, and authorising the return does not in any way constitute an acknowledgement of any fault or damage whatsoever. Transport costs remain at the Customer’s expense, unless it is unequivocally proven that the return is directly attributable to a fault on the part of Corilus. Corilus is liable for hidden defects only if it can be demonstrated that it was aware of them. Such knowledge is not presumed; it must be proven by the Customer. Liability for hidden defects is in any event limited to three (3) months from the date of delivery, and defects that become apparent after delivery are (until proven otherwise) presumed to be the result of improper handling by the Customer. The Customer must notify Corilus in writing no later than two (2) working days after the defect was or should have been discovered, and at the latest within three (3) months of delivery, failing which the right to claim shall lapse. Under no circumstances shall Corilus’s liability (whether in respect of visible damage or hidden defects) exceed the invoice value of the goods.
   
   
8. Ownership/IP.
   
   1. The software, databases, manuals and all other documents and/or resources made available remain the property of Corilus NV and/or its successors in title. Under no circumstances may this information be disclosed or transferred to third parties without the prior approval of Corilus NV. The software and services are the subject of separate individual agreements, e.g. a licence agreement. The rights and obligations of the Customers arising from this Agreement are not assignable or transferable without the prior written consent of Corilus NV
   2. Corilus NV retains all intellectual property rights, rights and interests in and to its products in the broadest sense. All rights in and under the Agreement granted to the Customer are reserved by Corilus NV. The product names are trade marks of Corilus NV, which may not be used without the prior written consent of Corilus NV. The Customer is granted only the right to use the intellectual property rights attached to the goods and/or services for the intended purpose at the time the contract was concluded. The right of use granted to the Customer in respect of the intellectual property rights is non-exclusive, non-transferable to third parties and (where applicable) non-sublicensable. The rights of use granted apply exclusively to use by the Customer. The Customer is not permitted to process or commercialise the goods and/or services for third parties, unless otherwise agreed.
      
      
9. Any agreed support services (support contract, service contract, etc.) shall be provided in accordance with the terms and conditions of a separate individual agreement.
   
   
10. Duration. Unless otherwise specified, the agreements (maintenance, update, upgrade and/or support, etc.) are of indefinite duration. These agreements may be terminated by registered letter at least three months before the anniversary of the commencement of the agreement. Fixed-term agreements may be terminated by registered letter sent at least three months before the end of the initially agreed non-terminable period; otherwise, they shall be renewed for one year.
    
    
11. Customer’s Responsibility. The Customer remains liable, both civilly and professionally, for the correct interpretation and judicious use of the software and databases supplied, as well as for the actions undertaken by the Customer. Corilus NV hereby disclaims any liability that might be invoked against it in this regard, and the Customer accepts this.
    
    
12. Any temporary incompleteness of the software or databases supplied shall never constitute grounds for terminating the licence agreement, provided that the Customer receives updates at regular intervals, depending on the chosen data medium, and provided that Corilus NV can demonstrate that work on the implementation of new data is ongoing.
    
    
13. The obligations of Corilus NV are obligations to use reasonable endeavours. Corilus NV’s total liability arising from any attributable breach of the agreement, or on any other legal basis whatsoever, is limited to compensation for the direct loss suffered by the Customer, up to the amount of the annual fee/licence paid in the year preceding the event giving rise to the loss. Nor may the Customer claim indemnity from Corilus NV for:
    - indirect or consequential loss (such as, but not limited to, loss of income, environmental damage, business interruption and damage to third parties or any consequential loss caused by the goods and/or services of Corilus NV);
    - damage arising from incorrect, unreliable, incomplete or late input or instructions from the Customer or a person appointed by the Customer, including, amongst other things, instructions relating to the services of Corilus NV (such as specifications, functionalities, applications, the purpose for which the goods and/or services are intended, quality requirements, etc.);
    - damage arising as a result of the use of the goods and/or services in a manner other than that for which they were developed or intended;
    - damage arising from careless and/or improper use or from use contrary to the instructions for use of the goods and/or services;
    - consequential damage arising from further use or application by the Customer after a defect has been identified;
    - defects caused directly or indirectly by an act of the Customer or a third party, regardless of whether this was caused by error, negligence, carelessness or failure to comply with these terms and conditions;
    - damage that would not have occurred had the Customer acted with sufficient diligence to limit the damage; and
    - damage caused by force majeure or unforeseeable circumstances.
    

    
    Corilus NV shall in no event be liable for damage suffered as a result of default by suppliers, the Customer or any other third party.

    To the extent permitted by law, the parties agree that all claims by one party against the other relating to the formation, performance, non-performance or termination of the agreement shall be governed exclusively by contract and that non-contractual claims in this regard are excluded; insofar as a non-contractual claim cannot be validly excluded, the contractual defences, limitations of liability and exclusions set out in the agreement shall apply in full to such a claim. Each party waives, to the extent permitted by law, any direct non-contractual claim against the other party’s directors, employees, subcontractors and other agents in connection with the performance of the agreement; this provision shall be deemed a provision for the benefit of third parties, so that such agents may rely on it.
    
    
14. Corilus Data Processing Agreement. Unless otherwise agreed, any processing of personal data shall be subject to the “Corilus Data Processing Agreement”. The Corilus Data Processing Agreement is available on the Website: www.corilus.be/verwerkersovereenkomst.
    By signing the Agreement, user licence, Order Form, payment of an invoice and/or acceptance of these general terms and conditions, the Customer declares, prior to the commencement of the collaboration, that they have taken note of and agree to the provisions of the Corilus Data Processing Agreement.

    The processing by Corilus NV of personal data in its capacity as data controller is carried out in accordance with the privacy statement published on the website”.

15. The Customer is obliged to make a proper backup of their system and/or data at regular intervals and to follow all instructions contained in the user documentation (integrated help, manuals, etc.) strictly and correctly. Corilus NV may, where appropriate and at the Customer’s expense, undertake data recovery efforts in the event of data loss on the basis of an ad hoc service agreement to be concluded at that time. Under no circumstances can this be linked to a guarantee of results.

16. The licence fee, where not settled in a single payment, and the additional services or the annual and monthly instalments under a hire purchase agreement, as well as the agreements relating to updates, upgrades and support, are payable before the start of the respective licence period or service period

17. Price and payment

    1. Advance payment. Corilus NV may, if desired, request advance payments for orders exceeding a certain amount.
       Unless otherwise agreed, payment must be made within 15 days of the invoice date. Any late payment of both the rental fees and any other charges shall, two weeks after a written reminder or notice of default, incur interest payable to Corilus NV at a rate of 1.5% per month from the invoice date, plus administrative costs amounting to €150 (excl. VAT) per notice of default.

    2. Index / Price Revision. The fees are subject to annual indexation in accordance with the ‘Agoria digital index’ as follows: P = P0 x [0.20 + 0.80 x (S/S0)]

       • P0 = initial price

       • P = revised price

       • S0 = the index for the reference wage cost for companies in the digital sector, recognised by the Federal Public Service for Economy, SMEs, the Self-Employed and Energy and published by Agoria for the month of January of the year preceding the indexation
       • S = the aforementioned index figure for the month of January known at the time of the price revision, which is implemented on 1 January
       
       

       Corilus NV also reserves the right to implement other price changes. The Customer will be notified by Corilus NV by email at least 3 months before the change comes into effect. From the moment of this notification, the Customer has 2 months to terminate the contract by registered letter.

18. Failure to pay the fees due releases Corilus NV from any obligation or responsibility regarding the stored data. In such cases, Corilus NV is also no longer obliged to provide services. Should the provision of services nevertheless continue on an ad hoc basis, this shall in no way give rise to any rights for the Customer in default.
    
    
19. 1. End of Life
    Corilus reserves the right to declare a software product End-of-Life (EOL) and shall notify the Customer of this in writing at least six (6) months in advance. An EOL declaration may be made on the basis of technological, commercial, strategic or security considerations, or due to the discontinuation of further development or support. From the date on which the software reaches EOL (the “EOL Date”), no further updates (including security patches), bug fixes or technical support will be provided in relation to that software product, unless Corilus expressly confirms otherwise in writing (in which case a fee may apply). Corilus will use reasonable endeavours to offer an alternative or successor product, without any warranty or guarantee of results. Migration, implementation and support costs shall be borne by the Customer unless otherwise agreed in writing. For a period of three (3) months following the EOL Date, the Customer may only use the EOL software product to consult existing data, to make corrections strictly necessary for export, or to export data via the existing export functionalities, without adding any new data. Any extension and/or additional support is subject to Corilus’s prior written consent and is subject to a fee. Upon expiry of the aforementioned period, Corilus may terminate access and, where applicable, delete hosted data in accordance with the Corilus Data Processing Agreement. Any (further) use after the EOL Date is entirely at the Customer’s own risk. The Customer remains solely responsible for the timely export and/or migration of data, for taking and retaining appropriate backups, and for providing and putting an alternative system into operation in good time. Corilus shall not be liable, subject to mandatory statutory provisions and without prejudice to the limitations and exclusions of liability set out in these general terms and conditions, for any damage arising from continued use after the EOL Date or from the failure to migrate or export data (in a timely manner).  
    
    
20. 1. AI Features

    Corilus reserves the right to integrate, modify, replace, restrict or expand, in whole or in part, technologies based on artificial intelligence (hereinafter: “AI”) into its software products and services, either as a standard component of the software product or as a separate module. The Customer acknowledges that AI functionalities are inherently probabilistic in nature and that the output may vary, and that the results generated by AI are for information purposes only and do not constitute professional advice or a guarantee. The Customer remains at all times solely responsible for (i) determining whether the use of AI functionalities is suitable for the intended purpose, (ii) checking, validating, interpreting and, where appropriate, having the AI output assessed by a qualified person prior to use or implementation, (iii) all decisions or actions taken on the basis of AI output, and (iv) the content and lawfulness of the data, prompts and instructions entered by the Customer. To the extent permitted by law, Corilus makes no warranty whatsoever as to the accuracy, completeness, timeliness, non-infringement or suitability of AI output, and its use is at the Customer’s own risk.

    Without prejudice to mandatory statutory provisions and the limitations and exclusions of liability set out in these general terms and conditions, Corilus shall not be liable for any loss or damage arising from the use of or reliance on AI output without sufficient verification or validation by the Client as set out above.

    If the integration, modification, restriction or extension of AI functionalities constitutes a material change to the characteristics of the service in question (including a substantial restriction or discontinuation of functionalities or a substantial change to the method of data processing), Corilus shall give the Customer reasonable prior written notice thereof; in which case the Customer shall be entitled, as its sole remedy and without any right to compensation, to terminate the agreement exclusively in respect of the relevant AI functionality/module (or, if this cannot be separated, in respect of the relevant product/service) by registered post within two (2) months of the notification; this right of termination does not apply where the change is required for security reasons, or due to legal or regulatory requirements, or (third-party) supplier or technological limitations beyond Corilus’s reasonable control.

21. Insofar as Corilus qualifies as a provider of a ‘data processing service’ within the meaning of Regulation (EU) 2023/2854 (Data Act), the porting/exit rights and obligations (including data portability, transition, retrieval, erasure and any porting costs) are governed exclusively by Corilus’s ‘Porting & Exit Terms’, which are incorporated into the applicable licence or service agreement and form an integral part of the agreement.

22. These general terms and conditions, as well as any subsequent versions thereof, are binding on both parties upon the Customer’s receipt of letters and documents to which these general terms and conditions of sale are attached. They supersede any previous terms and conditions.

23. Belgian law shall apply. The courts of Ghent shall have exclusive jurisdiction.