General terms and conditions

1.1 Verhaert is a leading provider of innovation services, including project management, strategic innovation consulting, and design and development of physical as well as non-physical products and systems.
1.2 Scope of Services and Deliverables: Verhaert develops and delivers to its clients advice, both physical and digital, as well as designs for products, systems, services, or brands; engineering solutions; software development solutions; IT infrastructure; tools; and products, or parts thereof, in accordance with specifications mutually agreed upon by Verhaert and the client (hereinafter referred to as the ‘Specifications’).
1.3 Client Familiarity with Market and User Expectations: Upon acceptance of an assignment, Verhaert’s client is presumed to possess a clear understanding of the target market and user expectations relevant to the advice, designs, engineering solutions, software development solutions, IT infrastructure, tools, and products to be developed (hereinafter collectively referred to as the ‘Product’). The client, therefore, understands the specifications that the Product must meet.
1.4. Applicability of Standard Conditions: The following Standard Conditions shall apply, taking into account the complementary roles and expertise of Verhaert and its client.

2.1 Professional Standards and Quality Compliance: Verhaert warrants that all Advice, Development, and Production assignments, as described in Article 1.2 , will be executed professionally and in accordance with Verhaert’s internal quality standards.
2.2 Product Compliance with Specifications: Verhaert warrants that the delivered Product will meet the Specifications, provided these Specifications are clearly defined in a document signed by both parties. Only in such cases will Verhaert be held to a result-based obligation. In all other instances, contracts with Verhaert will constitute best-efforts obligations. Additional terms such as “requirements,” “goals,” “preliminary specifications,” and “objectives” may be included for guidance but shall not be binding on Verhaert.
2.3. Impact of Specification Changes: The client acknowledges that modifications to the Specifications may significantly impact the timeline and cost of any Advice, Development, or Production assignment. Such changes shall take effect only upon acceptance and signature by
both the project manager and account manager at Verhaert.
2.4. Binding Nature of Specifications: Specifications will only be binding if Verhaert can verify their fulfillment, meaning Verhaert must have full control over the test environment, infrastructure, and tools used to meet the Specifications.
2.5. Functional Nature of Specifications: Specifications may only be functional in nature; Specifications related to user satisfaction or perception are not binding. Specifications will be jointly determined, with the final responsibility for completeness, relevance, and applicability resting entirely with the client. If no Specifications are agreed upon, Verhaert shall not be liable for compliance with any Specifications.
2.6. Verification of Specification Compliance: Verhaert is not obligated to demonstrate compliance with Specifications unless this verification is explicitly included as part of the Advice, Development, and Production assignment, project plan, and budget, as accepted by Verhaert. In the absence of an agreed-upon method of verification, Verhaert retains the right to determine the method.
2.7. Compliance with Safety and Health Regulations: Verhaert guarantees that the delivered Product complies with all applicable safety and health laws and regulations, provided such regulations are explicitly included in the Specifications.
2.8. CE and PEN Testing: Verhaert will perform CE tests and PEN tests only if such activities are expressly included as part of the assignment, project plan, and budget, as accepted by Verhaert. Verhaert shall be responsible only for those tests expressly stated in the agreement.

3.1 Acceptance of Product: Upon delivery of the Product, the client shall accept it, either expressly or tacitly, within 30 days. This acceptance applies to the Product’s conformity with the agreed upon Specifications. If the client places a subsequent order within 30 days of delivery, this action shall also be considered acceptance of the previously delivered Product. If Verhaert does not receive written objections within this 30-day period, the Product will be deemed accepted by the client.
3.2. Hidden Defects: For hidden defects, the client must invoke any applicable warranty within 8 days of discovering the defect, but no later than 6 months after delivery of the Product.
3.3. Limitations on Warranty Invocation: The client may not invoke Verhaert’s warranty if the client has altered the Product, incorporated it into a larger assembly or configuration not specified in the Specifications, or used it for any purpose not outlined in the Specifications.
3.4. Limitation of Liability for Consequential Damages: Verhaert shall not be liable for any consequential damages arising from the use or non-functioning of the Product. The client agrees to indemnify Verhaert against any third-party claims related to the use or non-functioning of the Product.
3.5. Remedial Action for Valid Complaints: If the client’s complaint is found to be valid, Verhaert may, at its discretion, either modify the Product or produce a new one in the case of a development assignment, or repair or replace the Product in the case of a production assignment.
3.6. Liability Cap: Verhaert’s liability shall not exceed twice the contract value. If the anticipated cost of modification, repair, or replacement exceeds twice the contract value, Verhaert reserves the right to terminate the contract without further liability, provided all advance payments are refunded.
3.7. Third-Party Liability: Liability for any damage caused to third parties due to defects in the Product shall rest with the client. Verhaert shall not be liable for any third-party damages arising from Product defects, provided the Product was designed and/or produced in accordance with the client’s Specifications. Consequently, the client shall indemnify Verhaert against any third-party claims based on product liability for defects stemming from Advice, Development, or Production assignments, as well as any costs incurred by Verhaert in this regard.

4.1. Foreground IP: “Foreground IP” refers to all intellectual property rights in the final Product, specifically the deliverable resulting from the Advice, Development, or Production assignment under this Agreement, excluding the Background IP defined in Article 4.2. All Foreground IP shall transfer to the client once the client has met all obligations to Verhaert. Verhaert retains a free, transferable, perpetual license to modify, use, reproduce, and commercialize this Foreground IP in any application not covered by the client’s field of application.
4.2. Background IP: “Background IP” includes, but is not limited to, all product information, resources, methods, techniques, drawings, source codes, and other proprietary materials held, controlled, or developed by Verhaert necessary for the assignment’s execution. If Verhaert’s Background IP is used in the Product, Verhaert will inform the client. Background IP remains Verhaert’s exclusive property, and Verhaert may use it for third-party assignments.
4.3. Protection of Foreground IP: If the client seeks protection for the Foreground IP, Verhaert will assist to the best of its ability, with related costs borne by the client. The client shall acknowledge Verhaert as the inventor and cover associated costs. If the client decides not to maintain such protection, the client shall inform Verhaert and offer Verhaert the option to take over the protection at no cost.
4.4. Third-Party IP Rights: Verhaert undertakes to avoid intentional infringement of third-party IP rights to the best of its reasonable ability. However, Verhaert shall not be liable for any such infringements, including for cases where an investigation into potential infringement carried out by a specialist third party has been expressly agreed upon for the assignment.

5.1. Obligation of Confidentiality: Both parties agree to maintain strict confidentiality concerning all information obtained about the other party, whether technological or commercial, throughout the assignment and for five years following its termination. Confidential information remains the disclosing party’s property and must be returned, along with any copies, upon assignment completion. No license or title to confidential information is granted, and the receiving party shall disclose it only to personnel who need access and are bound to confidentiality. Verhaert may list the client as a reference and use the application in corporate materials after the assignment’s termination.

6.1. Employment Restrictions: For the duration of this Agreement and for twelve (12) months after termination, neither party shall employ or solicit any (former) employee, independent consultant, director, or officer of the other party involved, or has been involved, in the assignment. Breach of this provision incurs an indemnity of one (1) year’s gross salary (including benefits) or annual compensation for the affected person. Exceptions require written consent from both parties.

7.1. Prohibition on Transfer: Neither party may transfer or assign this Agreement or its rights and obligations without prior written consent from the other party, which shall not be unreasonably withheld. Verhaert reserves the right to subcontract parts of the assignment, retaining responsibility for all contractual obligations.

8.1. Storage Liability: Verhaert shall only be liable for damages to goods provided by the client due to gross negligence in storage.
8.2. Insurance Requirement: Verhaert is not required to insure goods provided by the client.
8.3. Client Obligations: The client shall provide Verhaert with all necessary data for storage and potential insurance of stored goods.
8.4. Client Liability: The client is liable for any damage resulting from defects in the goods they provide, whether suffered by Verhaert or third parties.

9.1. Delivery Terms: All deliveries of physical services are ex-works, Kruibeke, Belgium. Innovation projectmanagement will be done at the client site or hybrid, in agreement with the client.
9.2. Non-Binding Delivery Dates: Delivery dates are indicative and depend on available resources; they are not binding and do not entitle the client to damages.
9.3. Transfer of Property: Property rights to the Product and any Foreground IP transfer to the client only upon full payment to Verhaert.
9.4. Client-Related Delays: If delivery is delayed due to the client, Verhaert may still issue the related invoice, payable as described under Article 11.

10.1. Validity of Orders: Orders are legally valid only after Verhaert’s confirmation.

11.1. Invoice Due Date: Invoices are due 30 days from the invoice date, unless otherwise agreed. Statutory (commercial) interest will be charged on overdue payments from their due date until they are paid in full.
11.2. Additional Fees for Default: Payments overdue by 14 days after notification by registered letter incur with extrajudicial collection costs, which are determined in accordance with the Extrajudicial Collection Costs (Standards) Act (Wet normering buitengerechtelijke incassokosten) and the accompanying decree.
11.3. Suspension of Services: Payment default results in the suspension of all new services and immediate payment demand for the full outstanding balance.
11.4. Delayed Delivery Invoices: If Verhaert cannot deliver due to client issues, it may issue the related invoice, which shall be payable as per Article 11.1, with storage costs billed to the client.
11.5. Indicative Prices: ROM prices are indicative and non-binding.
11.6. Adjustments for Cost Variations: Verhaert may adjust its offer for documented changes in labor costs, materials, or exchange rates.
11.7. External suppliers: If a project requires engaging external suppliers, such as for prototype production or commercial off-the-shelf items, Verhaert will apply a 15% markup to cover expenses related to supplier search, selection, procurement, communication, supplier management, and quality control, as well as any pre-financing costs.

12.1. Client Creditworthiness: If the client’s creditworthiness declines or payment obligations are unmet, Verhaert may request additional guarantees and may terminate the assignment if the client fails to comply.

13.1. Partial Nullity: If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in effect.

14.1. Neither Verhaert nor the client shall be liable for any failure or delay in the performance of its obligations under this Agreement if such delay or failure is due to events outside its reasonable control, including but not limited to natural disasters, acts of war, government restrictions, strikes, labor disputes, pandemics, utility or transportation failures, or any other force majeure event. Both Parties shall make reasonable efforts to mitigate the effects of the delay or failure and resume normal performance as soon as feasible. If the Force Majeure event continues for more than sixty (60) days, either Party may terminate the Agreement without further obligation, provided that all outstanding payments for work performed up to the date of termination are settled.

15.1. Governing Law: This Agreement is governed by Dutch law. All disputes shall be subject to the exclusive jurisdiction of the competent court in the district where Verhaert is currently located.