General Terms and Conditions

1. APPLICABILITY

1.1 Notwithstanding any past or future communication to the contrary, the Client accepts that by requesting an offer from or giving an assignment or order to Crius Group NV, with its registered office at Vaartstraat 66, 2235 Hulshout, VAT BE 0497.662.525; BV Crius Publishing Services, with its registered office at Vaartstraat 66, 2235 Hulshout, VAT BE 0807.418.991; BV Crius Technology, with its registered office at Vaartstraat 66, 2235 Hulshout, VAT BE 0836.880.168 and BV Crius Group Nederland, with its registered office at 1018 VR, Amsterdam, Nieuwe Prinsengracht 89, kvk 85706310 (‘Crius’), only the following standards apply to all contractual, pre-contractual and noncontractual legal relationships between Crius and the Client, both present and future: (in hierarchically descending order, the following in the absence or silence of the preceding) (1) the written and signed special agreement; (2) the written order confirmation; (3) these General Terms and Conditions; (4) the Unidroit Principles; and (5) Belgian law.

Crius rejects all other standards and conditions, with the sole exception of those conditions that Crius explicitly signs as proof of acceptance. These deviations, explicitly signed as proof of acceptance, are valid only for the project to which they relate and cannot be invoked for any other, even similar, projects.

1.2 The other companies can never be held liable for the performance of the specific assignment by the company hired to perform it, nor can they be considered a guarantor or surety for the performance of the specific assignment by the company hired to perform it.

1.3 If one provision or a part of a provision of these General Terms and Conditions is void, this does not affect the applicability of the other provisions and/or the rest of the provision.

If one provision of these General Terms and Conditions is void, Crius and the Client will negotiate, to the extent possible and according to their loyalty and conviction, to replace the void provision with an equivalent provision that complies with the general spirit of these General Terms and Conditions.

1.4 Crius reserves the right to adapt and/or amend its General Terms and Conditions at any time.

1.5 The term ‘Client’ also means anyone who contracts with Crius in the name of and/or on behalf of a third party.

2. DEFINITIONS

For the application of these General Terms and Conditions, the terms below are defined as follows:

2.1 the Services: the services provided by Crius, including, but not limited to, the layout and data conversion of books, the creation of e-books, educational typesetting, edtitorial services and so on.

2.2 the Software: the software developed and/or licensed by Crius, whether or not at the Client’s request, including, but not limited to content management and link management applications, publication solutions and so on.

3. OFFER, ORDER AND ORDER CONFIRMATION

3.1 Crius may withdraw all offers at any time. All Crius’s offers are always without obligation and should be regarded only as an invitation to the Client to place an order.

An agreement is concluded only when a person authorised to legally bind Crius confirms the Client’s order in writing, or as soon as Crius starts executing the order.

3.2 Crius is free to choose the parties with whom it wishes to enter into an agreement.

4. PRICE

4.1 All prices exclude VAT and are expressed in euros.

A fixed fee or an hourly rate, rate per byte or per page is separately agreed for each Service or for developing Software. The fee or rate is valid for the specific project or Service only and does not apply to any other, even similar, projects, Services or Software.

4.2 All performances not explicitly provided for in the special agreement and/or written order confirmation are deemed contract extras at the Client’s request and charged to the Client as such.

4.3 The following costs are excluded and are at the Client’s expense unless explicitly agreed otherwise: administrative costs, telephone costs, travel costs, postage costs, levies and taxes.

4.4 Travel costs are calculated from Crius’s registered office, and invoiced for each trip based on fixed prices.

4.5 Crius may increase the agreed price proportionally if currency fluctuations, wage indexations, social security charges, government-imposed costs, levies and taxes, transport costs and insurance premiums occur between the order confirmation and the final delivery.

4.6 If an assignment and/or order exceeds €50,000 (excluding VAT), Crius may ask the Client for a bank guarantee before performing the agreement.

5. OBJECT OF THE AGREEMENT

5.1 Crius’s responsibility is limited to executing the order to the best of its ability, as agreed when the agreement was concluded. Crius never enters into an obligation to achieve a specific result. Crius undertakes to have adequately qualified and suitable persons available for developing the Software and/or providing the Services. Crius has full discretion about which persons will perform the assignment. The Client cannot demand that a specific employee or agent of Crius performs the assignment. Crius also reserves the right to replace the persons assigned to perform the assignment with other adequately qualified and suitable persons.

5.2 The Client is responsible for punctually transmitting in a structured manner all documentation and information to Crius that Crius states is necessary or useful for developing the Software and/or providing the Services, and/or which the Client should reasonably understand is necessary or useful for developing the Software and/or providing the Services. The Client warrants the correctness and completeness of the provided information and documentation.

5.3 Crius will deliver the finished documents resulting from its Services by email, FTP, online services, electronic carrier and/or on paper to the Client. Adjustments to the content, regardless of whether they affect the layout, are at the Client’s expense and Crius will make such adjustments only on payment of an additional fee.

The Client bears the sole and full responsibility and all costs related to printing or copying these documents. Crius accepts no liability for errors reported after the Client has given the ‘good for print’ instruction. The Client is solely responsible for giving the ‘good for print’ instruction.

5.4 Crius will deliver the Software to the Client by email, FTP, online services, electronic carrier or by installing it in the Client’s systems. Crius must have internet access when installing or delivering the Software outside its company. The Client must provide this access at the location where the Software and/or other services concerned will be delivered or installed.

5.5 Unless the parties expressly agree otherwise, stated deadlines are always indicative and do not constitute an essential element of the agreement. If a stated deadline is not met, Crius and the Client will agree on a reasonable additional deadline.

A failure to meet either the original or the additional deadline(s) cannot give rise to any compensation and/or to the termination of the agreement.

Amendments and/or contract extras mean that the proposed probable deadlines automatically cease to apply. Partial performance does not constitute breach of contract.

5.6 Crius is not liable for any delays incurred because of the failure of the Client and/or any other third party.

6. WARRANTY, COMPLAINTS AND LIABILITY

6.1 The Client must perform an initial verification immediately on receipt and/or installation of the documents and Software corrected in accordance with Article 5.3. This immediate obligation to verify includes, but is not limited to: full execution of order, use of correct data, and so on.

The Client must immediately notify Crius of directly verifiable deviations or will otherwise be deemed to have accepted these performances as agreed.

In any event, the Client loses the right to invoke these directly verifiable defects and/or non-conformity if it does not notify Crius in writing within 15 days, stating the invoice or order form number and providing a detailed statement of the non-conformity or defect.

6.2 Crius will never be liable for errors due to incorrect, late and/or incomplete information or data that the Client provides, for any damage resulting from changes the Client and/or a third party makes to the documents and/or the Software, for the incorrect use of the documents and/or the Software and/or for the Client’s failure to comply with statutory and/or other obligations. Crius also cannot be held responsible for the content of the documents, which is the Client’s sole responsibility. The Client fully indemnifies Crius and bears all costs for any third-party claims made in this regard.

6.3 Crius will never be obliged to compensate indirect damage or damage that exceeds the invoice amount and/or its civil liability business policy cover.

6.4 If a non-conformity or defect has been correctly reported on time, Crius will, at its own discretion, choose between: (1) correcting the non-conforming or defective documents and/or Software; or (2) paying compensation for the non-conformity or defect.

6.5 The Client fully indemnifies Crius at their own expense against any third-party claims arising from or in connection with developing the Software and/or providing the Services.

6.6 Unless expressly agreed in writing with Crius, the Client may never have third parties perform work to correct non-conforming and/or defective documents and/or Software.

6.7 Complaints will never release the Client from their obligation to pay within the period stipulated in these General Terms and Conditions.

6.8 The Client must reimburse costs incurred because of unjustified complaints.

7. FORCE MAJEURE AND HARDSHIP

7.1 Crius is not liable for any failure to perform its obligations caused by force majeure or hardship.

7.2 If force majeure or hardship occurs, Crius may, at its sole discretion (1) temporarily suspend performing its obligations; (2) terminate the agreement by registered letter; and/or (3) invite the Client to renegotiate the agreement.

If the Client does not renegotiate in good faith, Crius may request the court to determine new contractual conditions and/or to order the Client to pay compensation.

7.3 Force majeure and hardship include, but are not limited to, strikes, government measures, war, mobilisation, illness or accidents, communication and computer failures, hindrances to transport and/or travel, breakdowns, traffic jams, and so on.

8. INVOICES AND PAYMENT

8.1 The Client must submit their complaints about invoices to Crius in writing within ten working days of receipt of the invoice, stating the invoice date and invoice number with a detailed description of the complaints.

8.2 In the absence of any agreement to the contrary, Crius’s Services are invoiced as follows: 70% on delivery of the first proof; 30% on final delivery, i.e. after making the Client’s requested corrections under Article 5.3 of these General Terms and Conditions. Corrections after final delivery, including all substantive corrections, regardless of whether they affect the layout of the document, will be invoiced separately at the applicable rates.

8.3 If one invoice is not paid or is not paid in full by the due date:

• interest at a rate of 10%, capitalised annually, will apply by operation of law and with no notice of default;
• the Client will be liable for all judicial and extrajudicial collection costs;
• all Crius’s other invoices issued to the Client, even those not yet due, will become immediately payable;
• Crius may suspend performing or continuing to perform the relevant and/or one or more other agreements with the Client and/or terminate them by registered letter, with no prior notice of default or judicial intervention required. If the work restarts, a restart fee of 10% of the outstanding invoices will be charged;
• Crius reserves the right to refuse to hand over the documents that the Client has entrusted to it or that it has processed, until all amounts owing to it have been paid in full, even if these amounts do not relate directly to the retained items.

8.4 Acceptance of partial payment is subject to all reservations and allocated in this order: (1) collection costs; (2) compensation; (3) interest; and (4) principal amounts.

9. CANCELLATION

9.1 If an order is cancelled by or on behalf of the Client, for any reason, and a fixed fee has been agreed, the Client must pay fixed compensation amounting to 80% of the total offer amount, notwithstanding Crius’s express right to claim higher compensation if proof is provided for this purpose.

9.2 If an order is cancelled by or on behalf of the Client, for any reason, and an hourly rate, rate per byte or rate per page has been agreed, the Client must pay full compensation for the hours of work already performed or the bytes or pages already processed, plus fixed compensation of two hundred and fifty euros (€250.00).

10. SUBCONTRACTING

10.1 Crius may outsource part of the agreed work without notification to or approval from the Client.

10.2 If Crius acts as a subcontractor, it has a direct claim against the Client for the amount that the Client owes to the contracting partner/main contractor when the direct claim is instituted under Article 1798 of the Belgian Civil Code.

10.3 If Crius acts as a subcontractor, Crius also has a pledge on all claims of the contracting partner/main contractor arising from the contract for the work for which it has been used as a subcontractor.

10.4 The direct claim and the pledge mentioned in this article relate not only to the relevant claims, but also to the accessory claims, such as default interest and any compensation under a penalty clause.

11. FORFEITURE OF RIGHTS

Failing or even repeatedly failing to enforce any right can be regarded only as tolerating a certain situation and does not result in forfeiting that right.

12. NETTING

12.1 Under the Belgian Financial Securities Act (Wet op de Financiële Zekerheden) of 15 December 2004, Crius and the Client set off and settle all currently existing and future debts against each other automatically and by operation of law. This means that in the permanent relationship between Crius and the Client only the net claim remains after this automatic settlement.

12.2 As this set-off can always be enforced against the insolvency practitioner and the other concurrent creditors, they cannot oppose the set-off applied by the Client and Crius.

13. SUSPENSION AND TERMINATION

If any change occurs in the Client’s situation, such as death, conversion, merger, takeover, transfer, liquidation, cessation of payments, a collective debt arrangement or composition, a request to postpone payments, cessation of activity, attachment or any other circumstance that may damage confidence in the Client’s creditworthiness, Crius reserves the right because of that mere fact to either (i) suspend performing one or more agreements with the Client until the Client provides adequate securities for their payment; or (ii) declare one or more agreements with the Client terminated as of the date that the termination notice is sent, with no prior notice of default or judicial intervention, notwithstanding Crius’s right to claim additional compensation.

14. INTELLECTUAL PROPERTY

14.1 Any intellectual property rights to works created by Crius, its employees, consultants or subcontractors (including Software, materials, technology, skills, know-how, structures, algorithms and information on their use), remain the exclusive property of or licensed to Crius and/or its licensors, as the case may be.

With the exception of the licences delivered by Crius, the delivery of products, Software and/or other Services by Crius to the Client does not constitute transfer of any intellectual property rights. The fees paid by the Client do not include payment for transferring any such right, except possibly the fee for the licences.

14.2 Neither the Client nor third parties may misuse these intellectual property rights.

14.3 The Client acknowledges and warrants that Crius will not infringe any intellectual property or other rights of the Client or third parties by performing the agreement. The Client indemnifies Crius fully and at their own expense against any third-party claims in this regard. Crius cannot be held liable for possible infringements of other intellectual property rights through the use of its products, Software or other Services.

14.4 If Software owned by or licensed to Crius is delivered and/or installed, Crius grants the Client a non-exclusive, non-transferable licence to use the Software, unless agreed otherwise in writing between the parties.

The licence does not entitle the Client (1) to grant third parties any rights in respect of the Software, (2) to copy, sell, rent, loan, donate, lease, grant, sublicense, trade, disclose or otherwise provide the Software to third parties, (3) to reproduce, remanufacture or otherwise make multiple copies of the Software in any other way, with the exception of the necessary back-up copies kept on the premises of the Client (4) to attempt to or to actually reverse assemble, reverse compile or reverse engineer the Software, and (5) to use the Software for the purpose of developing or helping to develop Software or any other method or module with the intention of performing the same or substantially the same function as all or part of such Software. The term ‘third parties’ includes but is not limited to the Client’s parent, subsidiary, sister or other related companies.

15. PERSONAL DATA AND IMAGE MATERIAL

15.1 The Client authorises Crius to include their personal data in an automated database. These data can be used to conduct information or promotional campaigns relating to Crius’s services for the purpose of the contractual relationship between Crius and the Client.

15.2 The Client may always request the communication and rectification of their data. If the Client no longer wishes to receive commercial information from Crius, they must inform Crius accordingly.

15.3 The Client warrants that they will always comply with the Belgian Act of 8 December 1992 on the protection of privacy in relation to personal data processing (‘the Privacy Act’) when processing personal data in the Software. The Client indemnifies Crius fully and at their own expense against all third-party claims in this regard.

16. DISPUTES

The parties undertake to apply the CEPINA mediation rules to all disputes that may arise from or in connection with these General Terms and Conditions and/or the agreements. If mediation fails, the courts of the judicial district where Crius has its registered office will definitively settle the dispute, unless Crius prefers the court that normally has jurisdiction.

17. LANGUAGE

Only the Dutch version of these General Terms and Conditions is authentic. These General Terms and Conditions are available on simple request.