These general terms and conditions (“General Terms”) are issued by OPTEAMAL BV, with registered office at Ambachtenlaan 14 box 9, 3001 Heverlee (Leuven), Belgium, VAT BE 0793.760.106 (“Opteamal”), and all its successors in title.
1. GENERAL
1.1. These General Terms apply to all offers, proposals, quotes (“Quote”), orders, agreements, and deliveries related to the provision of licenses and/or services by Opteamal to its customer (hereinafter “Customer”). Deviations from these General Terms are only enforceable against Opteamal if Opteamal has expressly and in writing accepted them. In such a case, the other provisions of these General Terms shall remain fully applicable. The Customer cannot derive any rights from agreed deviations for other or future transactions. The applicability of any general terms and conditions of the Customer is expressly excluded unless otherwise agreed in writing.
1.2. By placing an order, accepting a Quote, or by the signing or (beginning of) execution of the agreement by Opteamal or the Customer, the Customer unconditionally and irrevocably accepts these General Terms, which are binding.
1.3. These General Terms are valid from January 1, 2023, and replace all previous versions.
1.4. The Customer cannot transfer its agreement or any part thereof to a third party without the express written consent of Opteamal BV.
2. QUOTES AND ORDERS
2.1. Quotes: Each Quote is non-binding and applies only to the B2B market. Unless explicitly stated otherwise, each Quote is valid for 30 calendar days after the date of the Quote and automatically expires after this period. All deadlines, references to technical data, or other elements mentioned in a Quote are merely indicative and not binding for the execution of the Quote unless otherwise agreed in writing. Opteamal reserves the right at any time to correct errors in the Quote or withdraw the Quote. Opteamal cannot be held liable for exceeding deadlines or adjusting data or elements, and this is not a valid ground for termination, dissolution, or suspension of the agreement by the Customer, nor can it lead to any price reduction or compensation. Opteamal will inform the Customer to the best of its ability about the (anticipated) exceeding of a deadline or adjustment of data or elements. The Quote is based on the data provided by the Customer. If it turns out that the data is incorrect, the Customer will be informed. If additional services must be provided by Opteamal for this, an additional Quote will be provided to the Customer. Opteamal reserves the right to suspend the entire execution while awaiting agreement on the additional services.
2.2. Orders: By placing an order or confirming the Quote, the Customer acknowledges being fully informed and understanding what is stated in the Quote. Each order by the Customer binds the Customer. Opteamal will only be bound by a Customer’s order if Opteamal has expressly and in writing confirmed its acceptance. The agreement is only established after acceptance of the order. If the Customer cancels an order, the Customer owes Opteamal compensation of 30% of the total price of the ordered licenses or services, unless a higher compensation is proven by Opteamal.
3. DELIVERY OF LICENSES AND SERVICES
3.1. The Customer accepts partial deliveries of goods and services. Partial invoices can be issued for these.
3.2. The Customer’s signing of the delivery note constitutes the (completion of) delivery and acceptance of the delivered good or service. The risk associated with goods transfers to the Customer at the moment of delivery. The risk related to services transfers to the Customer upon completion or acceptance of the service. If the Customer does not sign the delivery note, the risk transfers from the day Opteamal delivered the good or announced the execution of the services. Ownership of the licenses only transfers upon full payment of the price and any interest and damages due to late payment.
3.3. Opteamal reserves the right to make certain technical improvements or adjustments according to legal requirements during delivery to ordered licenses or services, provided this does not result in significant changes or if it is necessary. If it turns out during the execution of services that the Quote cannot be technically executed, Opteamal is not obliged to execute and may cancel it without any compensation.
3.4. Opteamal has the right to engage third parties for the execution of certain services without requiring permission from or notification to the Customer.
4. CUSTOMER OBLIGATIONS
4.1. The Customer shall timely provide all information and documents necessary for the execution of the assignment to Opteamal and will cooperate in the required manner for the execution of the assignment in accordance with applicable rules and legislation. The Customer must have the necessary licenses for all software used by them, including third-party software. The Customer shall indemnify Opteamal for any claims from third parties regarding this software. The Customer will also ensure that their hardware meets the minimum requirements specified by Opteamal.
4.2. The Customer agrees to grant access to Opteamal’s appointed personnel responsible for the performance of the services during regular working hours and according to the access rules of the Customer’s company to all spaces, installations (hardware, software, networks, etc.), and resources necessary to allow Opteamal to perform the services as prescribed. If the Customer fails to fulfill these obligations, the deadline will be extended, and the price may also be adjusted.
5. PRICES, INVOICES, AND PAYMENTS
5.1. All prices and other amounts are expressed in euros and exclude VAT and other taxes and charges. If these taxes and charges increase after the conclusion of the agreement, this can be passed on to the Customer. Additional and extra works will be charged at the rates applicable at that time. Unless otherwise stipulated in the Quote, licenses are charged at fixed prices, and services are performed at daily rates (at the rates applicable at that time) or at the fixed price mentioned in the Quote. One hour corresponds to 58.5 minutes. Other costs will be charged additionally. A Quote can always be requested from Opteamal via info@opteamalsports.be.
5.2. All invoices are payable at the address of the registered office, on the due date, and the account number as stated on the invoices. Agents are not authorized to receive payments. One or more advances may be requested before the start and during the execution of the assignment, either in the form of a fixed rate or based on an hourly rate. These advances will be deducted in the final settlement. In case of non-payment on the due date, the Customer is legally and without further notice in default and owes interest of 10% on the total amount of the invoice per annum. Moreover, the Customer, in case of full or partial non-payment of an invoice within one month after the due date, is legally and without further notice liable for a compensation of 10% on the total amount of the invoice with a minimum of 250 euros. All judicial and extrajudicial collection costs of invoices are at the Customer’s expense, with a minimum compensation owed of 10% of the total amount of each invoice. In case of non-payment of an invoice on its due date, (i) Opteamal has the right to suspend its obligations and to terminate this and all other agreements with the Customer, and (ii) the outstanding balance of all other, even not yet due, invoices becomes immediately payable.
5.3. The Customer is not entitled to offset any debts to Opteamal.
5.4. Complaints regarding invoices must be communicated within 7 calendar days after the invoice date via motivated registered letter. In the absence of a timely complaint, the invoice is deemed definitively accepted. The Customer can only suspend a payment if they demonstrate that Opteamal has not fulfilled a contractual obligation and has informed Opteamal of this by prior registered letter. In any case, the amount of the suspended payment can only relate to that part of the good or service that concerns the alleged non-compliance with the contractual obligation. A suspension of payment by the Customer is only possible if (the part of) the good or service is separately identifiable on an invoice.
5.5. The Customer commits to, in case of late payment of invoices, allowing Opteamal, without prior notice, to immediately repossess the delivered licenses.
6. EXTRA WORK
6.1. The agreed price only applies to the works and services mentioned in the agreement. Additional assignments and services are outside the agreement and will automatically be charged to the customer.
6.2. The following circumstances may give rise to extra work:
- Expansion or modification of the original assignment after it has been approved by the Customer;
- Requirements, wishes, conditions, or expectations of the Customer that were not made known to Opteamal at the time of entering into the agreement or not clearly;
- Requirements, wishes, conditions, or expectations of the Customer that change after the conclusion of the agreement;
- Defects and shortcomings in products or services from third parties that Opteamal could not reasonably foresee or over which Opteamal has little or no influence;
- Expansion or modification of the original products or services from third parties by the Customer.
7. FORCE MAJEURE
7.1. Opteamal is not obliged to fulfill contractual obligations whose execution has become impossible. In any case, Opteamal cannot be held liable for non-compliance with its contractual obligations or any resulting damages to the Customer as a result of strikes, total or partial stagnation of transport, electricity, and telecommunications disruptions, business interruptions, defaults and/or force majeure of its suppliers, licensing requirements, and import and export regulations, the blocking of its accounts and all other circumstances beyond its control.
7.2. If, due to force majeure, the delivery is delayed for a period exceeding 2 months, either party is entitled to terminate the agreement by registered letter without any compensation being due to either party.
8. CONFIDENTIALITY AND NON-COMPETITION
8.1. Both parties undertake to maintain the confidentiality of all confidential information received from the other party before, during, and after the conclusion of the agreement. The parties agree that they will only share confidential information with those who are necessary for the execution of the agreement. This duty of confidentiality does not apply to information that is in the public domain at the time of its provision, or when the other party has released the other from the duty of confidentiality in writing.
8.2. During the term of the agreement and for 12 months after the end of the agreement, the Customer will not, directly or indirectly, without the prior written consent of Opteamal, hire or employ in any other way employees of Opteamal or involve them in their services.
8.3. In case of violation of Article 8.2, the Customer shall immediately pay to Opteamal a fixed compensation of 30,000 EUR per violation, without prejudice to the right of Opteamal to claim further compensation if the actual damage exceeds this amount.
9. LIABILITY
9.1. Except for cases of fraud, deceit, or intentional fault, Opteamal’s liability towards the Customer shall be limited to the damage directly resulting from a breach of contract. The total liability of Opteamal for all direct damage shall never exceed the lowest of the following amounts: (i) 10% of the total value of the agreement, or (ii) the amount paid by the insurance company in the context of this case.
9.2. Exclusion of Indirect Damage: In no case shall Opteamal be liable for indirect damage, including but not limited to: loss of profit, loss of revenue, loss of turnover, loss of data, third-party claims, additional costs, or damages resulting from the non-performance of the agreement, missed opportunities, or any other form of indirect or consequential damage, even if Opteamal was informed about the potential for such damages.
9.3. Limitation of Claims: Any claim by the Customer must be submitted in writing to Opteamal within 30 calendar days following the event giving rise to the claim. After this period, the Customer loses any right to claim damages. In any case, Opteamal’s liability is always limited to the amount covered and actually paid out by its liability insurance for the specific case.
9.4. Responsibility for Third-Party Materials: Opteamal is not responsible for defects in products or services provided by third parties, including software. The responsibility for integrating third-party software or other third-party products into the Customer’s environment lies with the Customer, unless otherwise explicitly agreed in writing.
9.5. Limited Warranties: Opteamal provides no other warranties, express or implied, regarding the goods or services provided under the agreement, other than those explicitly stated. The Customer acknowledges that the successful implementation of certain software and IT services may depend on several factors, including but not limited to user training and hardware requirements.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. Opteamal retains all intellectual property rights to materials, concepts, documentation, software, techniques, methodologies, and other related assets developed or used in the provision of the services or licenses, including any modifications, updates, or enhancements, unless explicitly agreed otherwise in writing.
10.2. The Customer is granted a non-exclusive, non-transferable right to use the delivered software, licenses, and services solely for internal business purposes and in accordance with the terms agreed upon in the contract.
10.3. Any violation by the Customer of Opteamal’s intellectual property rights entitles Opteamal to terminate the agreement with immediate effect, without prejudice to Opteamal’s right to claim damages for any harm suffered due to the infringement.
11. TERMINATION
11.1. Termination for Cause: Opteamal reserves the right to terminate the agreement with immediate effect and without notice if the Customer fails to comply with any essential obligations under the agreement, including but not limited to: non-payment, breach of intellectual property rights, or failure to provide necessary access and cooperation as described in the agreement.
11.2. Suspension of Services: If the Customer is in default or if there is a reasonable suspicion that the Customer will not meet its obligations, Opteamal may suspend its services and withhold licenses, materials, or access to software until the Customer has rectified the situation.
11.3. Compensation upon Termination: If the agreement is terminated early by the Customer, or by Opteamal for just cause, the Customer shall owe Opteamal compensation for all works completed up until the termination date, including any costs incurred for partial deliveries or services already performed.
12. DATA PROTECTION
12.1. Opteamal will handle personal data in accordance with the applicable data protection legislation (including GDPR) and the privacy policy of Opteamal. The Customer consents to the collection, processing, and use of personal data required for the performance of the contract, including but not limited to billing, customer support, and product development.
12.2. The Customer guarantees that all data provided to Opteamal in the context of the execution of the agreement has been lawfully obtained and that the processing of this data does not infringe on any third-party rights, including privacy rights.
12.3. Opteamal undertakes to adopt appropriate technical and organizational measures to ensure the protection of personal data against accidental or unlawful destruction, loss, alteration, or unauthorized access.
13. MISCELLANEOUS
13.1. Entire Agreement: These General Terms, together with any other agreements or quotes accepted by both parties, constitute the entire agreement between Opteamal and the Customer. Any prior agreements, understandings, or communications, whether written or oral, are replaced by these General Terms.
13.2. Severability: If any provision of these General Terms is found to be invalid or unenforceable by a competent court, this shall not affect the validity or enforceability of the remaining provisions. The parties agree to replace the invalid provision with a provision that closely approximates the intent and economic effect of the invalid provision.
13.3. Governing Law and Jurisdiction: These General Terms and any disputes arising from or in connection with them are governed by Belgian law. The courts of Leuven shall have exclusive jurisdiction over any disputes between the parties.
13.4. Amendments: Opteamal reserves the right to amend these General Terms at any time. Any amendments will be communicated to the Customer in writing. If the Customer continues to use the services or licenses provided by Opteamal after being informed of such amendments, this shall constitute the Customer’s acceptance of the amended terms.
