§ 1. Scope

1.1 These terms and conditions apply to the performance of services and delivery of goods by Geo-Wise BV, Ringvaarstraat 99, B-9820, Merelbeke, Belgium, legal entity number 0726.588.396 (“Geo-Wise”), except to the extent otherwise expressly agreed in a writing signed by the parties.

1.2 Customer is deemed to have received and accepted these terms and conditions at the time it receives a Quote of Geo-Wise, or, in the absence of a Quote, at the time it places an order with Geo-Wise.

1.3 The terms and conditions or other contractual terms of Customer will not apply and cannot be opposed to Geo-Wise.

1.4 A Quotation will have a validity of thirty days, unless otherwise set forth therein. 

§ 2. Definitions

2.1 Customer: the physical or legal person or other entity that wishes to obtain services or goods from Geo-Wise and that is named as such on a Quote.

2.2 Deliverables: the deliverables set forth in a Quote.

2.3 Information: the information provided by Customer to Geo-Wise for the performance of services.

2.4 Quote: a document (including its exhibits) that contains a description of the services and/or goods offered by Geo-Wise to Customer, and the financial and other conditions under which these services and/or goods can be provided. A Quote is only valid and can only be deemed to be a binding offer if signed by Geo-Wise.

§ 3. Subject

3.1 Geo-Wise will perform the services and/or deliver the goods in accordance with these terms and conditions. Geo-Wise will carry out the services with reasonable skill and care and in accordance with the highest standards in the field.

3.2 Customer will provide such access to its locations and make available such persons and materials in a timely manner as will be necessary for Geo-Wise to perform the services. Customer shall undertake reasonable efforts to submit in due time any Information needed by Geo-Wise to perform the services.

§ 4. Consideration and Payment

4.1 The fee for the performance of services and/or delivery of goods is specified on the Quote. Customer will bear all costs of travel, lodging and meals that are incurred in connection with the performance of the services with a mark-up of five percent. A mark-up of five percent will also be applied to the fees payable for any services performed by Geo-Wise outside of its own facilities.

4.2 Where the Quote was based on information that was provided by Customer, Geo-Wise may rely on the accuracy and completeness of that information. If it subsequently appears that the information is incorrect or incomplete, Geo-Wise may unilaterally adjust the fee to bring the services to be performed and/or goods to be delivered in line with the correct and complete information. Geo-Wise may invoice (and Customer will pay) the adjusted fee without prior notice to Customer.

4.3 All changes to the services or goods described in the Quote, it being by special request of Customer or as a result of changes in Information, that cause Geo-Wise to incur more work or costs than those that were reasonably expectable at the time of preparation of the Quote may result in an increase of the fee. Geo-Wise will diligently collaborate with Customer to implement reasonable changes to the extent the services to be performed or goods to be delivered do not materially differ from those set forth in the Quote.

4.4 Unless otherwise set forth on the Quote, services will be invoiced to Customer upon submission of the relevant Deliverable to Customer (or - if applicable - an updated Deliverable based on comments received within the time limit set forth in section 5.3).

4.5 The fee for the performance of services and delivery of goods is payable on the due date set forth on the invoice (or, in the absence thereof, within thirty days from submission by Geo-Wise) by a bank transfer of immediately available funds, unless otherwise stated on the invoice. All costs associated with an alternative means of payment shall be borne by Customer.

4.6 Any amount due but not paid in full on the due date shall automatically and without prior notice be increased with an interest for late payment of 1% per month. This amount will, by way of indemnity, automatically and without prior notice be increased by 10% with a minimum of 50 EUR from the day following the due date of the invoice, in addition to the principal amount and the interest for late payment. The non-payment on the due date of a single invoice makes the balance of all outstanding invoices due and payable. The non-payment at the due date of a single invoice automatically results in a revocation of all discounts given on services and goods in the due invoice and all other invoices. Customer will fully reimburse Geo-Wise the costs of notice, collection and recovery (including attorney’s fees and expenses) made in connection with any unpaid invoices that are not disputed in good faith.

4.6 Except as otherwise expressly stated on the Quote, all fees exclude Value Added Tax (VAT) and any other applicable taxes prescribed by law. All payments to be made by Customer shall be paid free and clear of any deductions, withholdings for, or on account of, tax, set-offs or counterclaims.

§ 5. Delivery and Acceptance

5.1 The delivery date specified in the Quote is approximate and is provided without warranty. In case of non-compliance with the delivery date and to the extent the delay has not been caused by force majeure, the only remedy of Customer will be to terminate the agreement after having allowed Geo-Wise in writing a reasonable additional time period for performance. In case of termination in accordance with the foregoing, Customer shall not be entitled to any compensation whatsoever. The delivery period starts only when Geo-Wise has received all necessary Information and if the advance payment (if any) has been received in due time by Geo-Wise.

5.2 Geo-Wise cannot be obliged to partial delivery against a proportional share of the fee set forth on a Quote.

5.3 Upon completion of the services, Geo-Wise will make the Deliverables available to Customer. During a period of ten days, Customer has the right to make complaints regarding the Deliverables or goods delivered. After expiration such ten days’ period, the Deliverables and goods will be deemed to have been accepted. 

§ 6. Duration and Termination

6.1 The agreement between Customer and Geo-Wise will enter into force at the time of notification to Geo-Wise of the approval of the Quote by Customer.

6.2 The agreement will expire at the time of acceptance of the Deliverables and/or goods and payment in full of all amounts due under the Quote.

6.3 If a party breaches any of its obligations under the agreement and fails to remedy such breach within twenty (20) days after notice by the other party, the other party may terminate the agreement by registered written notice without court intervention and without further notice period, without prejudice to its right to claim damages.

6.4 Each party will inform the other party within five working days of the nature of an unforeseeable event that has risen beyond its reasonable control and that results in the suspension of its obligations. If the suspension lasts longer than twenty (20) days, then the parties will negotiate in order to make the appropriate amendments to the agreement.

6.5 Each party has the right to terminate the agreement without court intervention and without notice if the other party is in an imminent state of insolvency, bankruptcy, closure, liquidation or (partial) assignment to its debtors.

6.6 In any case of early termination of the agreement, Customer shall pay to Geo-Wise (a) any fees for services rendered then due and owing to Geo-Wise; and (b) any reasonable uncancellable fees that Geo-Wise is irrevocably obligated to pay to third parties (including its independent auditors) incurred prior to its receipt of notice of termination.

6.7 Upon termination of the agreement the provisions which by their nature survive termination will survive. The termination or expiration of the agreement will not affect the rights and obligations of the parties arising before its termination or expiration.

§ 7. Confidentiality 

7.1 For the duration of the agreement and for a period of five (5) years thereafter, the party who receives confidential information of the other party agrees to keep this information secret, to not disclose same to third parties without the prior written consent of the other party and to protect the same with the same level of care it uses to protect its own confidential information, but at least with a reasonable level of care.

7.2 Confidential information shall not include any information which: (a) is known to the receiving party without any limitation as to its use at the time of the first disclosure by the disclosing party; (b) has become publicly known through no wrongful act of the receiving party; (c) has been rightfully received by the receiving party from a third party without restriction on disclosure and without breach of any agreement with the disclosing party; (d) has been independently developed by receiving party, as evidenced by appropriate documentation; (e) has been approved for release by the disclosing party.

§ 8. Warranties and Liability

8.1 Geo-Wise is not responsible for any conclusions drawn by Customer from or decisions made by Customer on the basis of the Deliverables. Customer shall indemnify Geo-Wise from and against all liabilities, costs, expenses, damages and losses suffered or incurred by Geo-Wise arising out of or in connection with any claim made by a third party against Geo-Wise in connection with any conclusions drawn by Customer from or decisions made by Customer on the basis of the Deliverables.

8.2 Except to the extent such exclusion or limitation is prohibited by mandatory provisions of the law, (i) in no event will Geo-Wise have any liability for any indirect, incidental or consequential damages arising from or in connection with the agreement; and (ii) Geo-Wise’s aggregate liability under the agreement will not exceed the fee set forth in the Quote.

8.3 Customer will fully indemnify the officers, employees and agents of Geo-Wise for bodily injury incurred while performing services at the premises of Customer (or its clients), except where the single fault of the officer, employee or agent has caused such injury. Customer shall indemnify Geo-Wise at its first request against claims made against Geo-Wise by its officers, employees or agents in that regard.

8.4 The limited warranty and limited liability are fundamental elements of the basis of the bargain between the parties and neither party would have been able to enter into this agreement without such limitations.

§ 9. Background and Deliverables

9.1 Geo-Wise retains all title to, and all rights and interest in Geo-Wise’s technology and software and all copies, versions, improvements, enhancements and derivative works thereof (by whomever produced) and all related documentation and materials, and any and all intellectual property throughout the world in the foregoing.

9.2 Geo-Wise grants Customer a worldwide, irrevocable, transferable and sublicensable license to the Deliverables.

§ 10. Applicable Law and Dispute Settlement

10.1 The agreement is governed by Belgian Law, without reference to its conflict of law provisions.

10.2 All disputes that may arise in connection with the agreement will be exclusively settled by the Courts of Ghent, Belgium. 

§ 11. Miscellaneous

11.1 Neither party may use the name of the other party, its officers, employees or agents or its trademarks or logos without the prior written or verbal consent of the other party. Without providing any (other) confidential information in relation thereto, Geo-Wise has the right to (i) name the Customer as one of its customers but without reference to the name of the Customer’s (or its client’s) projects in relation to which Geo-Wise is providing services, and (ii) name the Customer’s (or its client’s) projects to which Geo-Wise is providing services but without naming the Customer ’s (and/or its client) in connection therewith.

11.2 No amendments to the agreement may be made except by a written document signed by the parties.

11.3 In the event of any conflict between these Terms and Conditions and the Quote, these Terms and Conditions will prevail. If Customer is subject to public procurement legislation, Geo-Wise waives the provisions of these Terms and Conditions to the extent conflicting with public procurement legislation or the provisions of Customer’s tender or Customer’s specific request to submit a Quote.