At Nubera, we value clear agreements and a good working relationship. These general terms and conditions describe the rights and obligations of Nubera and its business customers when products and services are supplied.
1. Identity and definitions
In these terms and conditions:
- Nubera: Nubera BV, with its registered office at De Kleetlaan 5, 1831 Diegem, Belgium, registered with the Belgian Crossroads Bank for Enterprises under number 0836.246.797.
- Customer: the business or self-employed professional purchasing products or services from Nubera for professional purposes.
- Parties: Nubera and the Customer.
- Products: hardware, software and licences supplied by Nubera.
- Services: work and services performed by Nubera.
- Specific Terms: the quotation, purchase order or separate agreement accepted by the Parties, setting out the assignment, price and delivery arrangements.
- Schedules: agreed documents further describing the Products, Services or performance arrangements.
- Third-Party Supplier: a manufacturer, licensor, subcontractor or other supplier involved in the supply of Products or Services.
- Personnel: employees and independent contractors engaged by Nubera to perform the Agreement.
- Agreement: the Specific Terms, applicable Schedules, these general terms and conditions, and any other expressly accepted contractual documents.
- Working Days: Monday to Friday, excluding Belgian public holidays.
- Working Hours: on Working Days, from 08:30 to 12:00 and from 13:00 to 17:00, Belgian local time.
2. Scope
These general terms and conditions apply to the supply of Products and Services by Nubera to business customers.
Before the Agreement is concluded, Nubera makes the applicable version available in a manner that allows the Customer to consult and retain it.
Deviations apply only where agreed in writing by the Parties. The Customer's purchasing or other terms apply only to the extent expressly accepted in writing by Nubera.
These terms and conditions are not intended for agreements with consumers.
3. Formation and changes
The Agreement is concluded when the Parties accept the Specific Terms in writing. Confirmation by email may be sufficient.
If the Customer expressly asks Nubera to begin work earlier, the Agreement may also be concluded in that way, provided that the assignment, price or calculation method, and applicable terms have been communicated and accepted beforehand.
Additional work and changes to the assignment are agreed in writing in advance, including their effects on price and scheduling.
A new version of these general terms and conditions does not automatically amend an existing Agreement.
4. Order of precedence
In the event of a conflict, the following order applies, unless a different order is expressly agreed:
- The data processing agreement, solely in relation to the processing of personal data.
- The Specific Terms.
- The applicable Schedules.
- These general terms and conditions.
Terms of Third-Party Suppliers apply only to the relevant Products or Services, to the extent made available beforehand and validly accepted. They do not automatically amend the separate obligations Nubera has accepted towards the Customer.
5. Performance of the assignment
Nubera performs its Services with due care and professionalism, in accordance with applicable professional standards and the agreed assignment.
Unless a particular result is expressly promised, Nubera undertakes an obligation to exercise reasonable care and skill rather than to achieve a guaranteed result.
The Agreement specifies the functionality, performance and results included. Nubera provides no guarantees for applications outside the agreed assignment.
Nothing in this article affects expressly agreed guarantees or mandatory legal obligations.
6. Scheduling and delivery times
Delivery times and schedules are indicative unless the Parties agree a binding deadline in writing.
Nubera reports foreseeable delays as soon as possible and discusses their consequences with the Customer.
In the event of a substantial delay, the Parties establish a reasonable revised schedule. Statutory and contractual rights in the event of an attributable breach remain unaffected.
7. Customer cooperation
The Customer appoints a contact person and provides, in good time, the information, access and cooperation reasonably required for performance.
The Customer is responsible for the accuracy and completeness of the information provided. Nubera reports obvious errors or omissions it identifies during performance.
If missing or incorrect information hinders performance, Nubera informs the Customer. Demonstrable effects on scheduling and costs are discussed in writing.
8. Infrastructure, access and usage rights
The Customer is responsible for the infrastructure, security and access rights allocated to it under the Agreement.
The Customer ensures that it holds the necessary licences and usage rights for resources it makes available to Nubera.
Nubera uses the access granted solely to perform the assignment and treats access credentials as confidential.
Each Party is responsible for the consequences of a breach of these obligations attributable to it.
9. Personnel and subcontractors
Nubera selects suitably qualified Personnel and may replace them, taking account of the agreed expertise, continuity and any security requirements.
The Customer may make a reasoned request for replacement if a member of Personnel does not meet the agreed requirements. The Parties then discuss an appropriate solution.
Nubera remains responsible for performing the obligations it has accepted towards the Customer, including where it uses subcontractors.
Specific arrangements concerning subcontractors, including those in a data processing agreement, continue to apply.
10. Work at the Customer's premises
The Customer provides a safe workplace and communicates applicable workplace, access and security rules beforehand.
Nubera and its Personnel comply with those rules to the extent that they are reasonable, lawful and communicated beforehand.
The Parties remain independent contracting parties. Work at the Customer's premises does not transfer employer authority. The Customer may give operational and technical instructions within the agreed assignment, but does not make decisions concerning recruitment, remuneration, leave, disciplinary measures or dismissal of Nubera's employees.
The Parties comply with applicable rules on making employees available to third parties.
11. Third-party products and services
Before an order is placed, Nubera informs the Customer of the relevant licensing, usage, warranty and support terms of Third-Party Suppliers.
The Customer complies with terms that have been validly accepted.
Nubera clarifies which obligations it assumes and which services are provided directly by a Third-Party Supplier. Referring to a Third-Party Supplier does not exclude liability for Nubera's own faults.
12. Backups and data
The Parties specify who is responsible for backups, recovery and data protection.
If Nubera has not been assigned a backup service, the Customer maintains appropriate, usable backups. Nubera warns the Customer beforehand of work that it can reasonably foresee as presenting a particular risk of data loss.
The absence of a backup does not automatically release Nubera from responsibility for its own attributable fault. Assessment of damage takes account of both Parties' responsibilities and the measures they could reasonably have taken.
13. Quotations and prices
Unless stated otherwise, quotations remain valid for fifteen calendar days. A quotation accepted within that period binds the Parties in accordance with its terms.
All prices exclude VAT and other applicable taxes unless stated otherwise.
Additional costs, including travel and delivery costs, are communicated beforehand or calculated using a method agreed in advance.
14. Hourly rates and surcharges
Unless agreed otherwise, time-based Services are charged at the agreed rates.
A minimum of four hours applies to each separately ordered consultancy engagement unless the Specific Terms provide otherwise.
The following surcharges may apply to work requested or approved in advance:
- More than eight hours per day or forty hours per week: 50%.
- Between 20:00 and 07:00: 100%.
- On Saturdays: 50%.
- On Sundays or Belgian public holidays: 100%.
Surcharges are not cumulative; only the highest applicable surcharge applies.
Any surcharge for other work outside Working Hours is agreed beforehand.
15. Price adjustments
Annual indexation applies only if the Specific Terms specify the index, calculation formula, reference period and adjustment date. The mechanism is applied in accordance with applicable law.
Price increases by Third-Party Suppliers may be passed on only using an objective calculation method agreed in advance. An additional markup is payable only if expressly agreed.
Nubera gives prior written notice of a proposed price adjustment, stating the reason, calculation and effective date. Price adjustments do not apply retroactively.
An increase outside the agreed adjustment mechanism requires separate agreement. In the absence of agreement, the existing arrangements remain in force until the Agreement is validly amended or terminated.
16. Unforeseen circumstances
If unforeseeable circumstances make performance substantially more onerous, the Parties discuss a reasonable solution following a reasoned request.
A request for discussions does not, by itself, entitle a Party to change prices unilaterally or simply discontinue performance.
Applicable statutory rules remain in force.
17. Invoicing and payment
Invoices are payable within thirty calendar days of the invoice date unless agreed otherwise.
For purchases of Products, the full amount is payable on delivery unless agreed otherwise.
Advance payments, payments on account and periodic invoicing are specified in the Specific Terms. Advance payments are credited against the relevant work or deliveries.
18. Invoice disputes
The Customer reports a dispute as soon as possible and preferably within fifteen calendar days of receiving the invoice, by email or another written notice.
The notice identifies the invoice and explains the reason for the dispute. The Parties investigate without unreasonable delay.
Failure to report within that period does not automatically result in a loss of rights concerning errors that could not reasonably have been identified earlier.
The undisputed portion remains payable on the due date. A justified dispute is not automatically treated as a payment default.
19. Late payment and suspension
If a due amount that is not subject to a justified dispute is paid late, the interest and recovery compensation provided for by applicable Belgian legislation on late payment in commercial transactions apply.
Other recovery costs may be claimed only to the extent legally payable, reasonable and demonstrable. The same costs are not recovered twice.
Nubera may suspend the relevant performance if a due amount remains unpaid after written notice of default and a remedy period of at least fourteen calendar days.
Suspension must be proportionate to the breach. Where reasonably possible, Nubera takes account of the consequences for the Customer and resumes performance once the reason for suspension has been resolved.
20. Delivery and inspection of Products
The place, method and costs of delivery are agreed beforehand.
The Customer checks delivered Products within a reasonable period for quantities, visible damage and conformity with the order.
Visible discrepancies are reported in writing as soon as possible. Hidden defects are reported within a reasonable period after discovery, with a sufficiently clear description.
Taking delivery does not automatically mean that the Customer waives rights relating to defects or non-conforming delivery.
21. Compatibility and warranty
The Customer provides relevant information about its existing infrastructure and intended use.
If Nubera advises on compatibility or suitability, that advice must be given with due care and take account of the information provided.
Applicable product warranties and the warranty claims procedure are communicated before the order is placed. Damage caused by misuse or unauthorised modifications is not covered by a warranty to the extent caused by that misuse or modification.
Mandatory statutory rights remain unaffected.
22. Liability
Each Party is liable for damage resulting from a breach attributable to it, in accordance with the Agreement and applicable law.
Subject to the exceptions below, Nubera's total liability per event or series of related events is limited to:
- For Services: the fees excluding VAT paid or payable for the relevant Services over the six months preceding the event giving rise to the damage. If the assignment has been running for less than six months, the fees agreed for the first six months form the basis; if the assignment's total duration is shorter, the total agreed assignment value applies.
- For Products: the purchase price excluding VAT of the relevant Products.
To the extent permitted by applicable law, Nubera is not liable for indirect or consequential damage, such as lost profits, lost savings or reputational damage. Reasonable costs of restoring damaged data are not automatically treated as indirect damage solely because of their nature.
The limitations and exclusions do not apply in the event of intentional misconduct, fraud or gross fault by Nubera or persons it engages in performing the Agreement, in the event of harm to physical or psychological integrity, or where their application is prohibited by law or would deprive the Agreement of its substance.
For personal data, any additional arrangements in the data processing agreement apply. These terms do not restrict the rights of data subjects.
The Parties take reasonable measures to prevent and mitigate damage.
23. Intellectual property and usage rights
Pre-existing intellectual property rights remain with their original holder.
Unless agreed otherwise, rights in general methods, tools, templates and software developed by Nubera remain with Nubera.
Following payment, the Customer obtains the usage rights in the agreed deliverables necessary for the purpose of the assignment. The Specific Terms specify any transfers, exclusivity or further restrictions.
Customer data and materials supplied by the Customer remain the property of the Customer or the relevant rights holder. Nubera acquires only the rights necessary to perform the assignment.
The Customer may share deliverables with employees and advisers for the agreed use, subject to appropriate confidentiality and respect for third-party rights.
Applicable licence terms apply to products of Third-Party Suppliers.
24. Confidentiality and references
The Parties treat non-public information received during their cooperation as confidential and use it solely to perform the Agreement.
Information may be shared with employees, advisers and subcontractors who need it for performance and are bound by appropriate confidentiality obligations.
Confidentiality does not apply to information demonstrably:
- Lawfully in the public domain.
- Already lawfully known to the receiving Party.
- Lawfully obtained from a third party.
- Independently developed.
Disclosure required by law remains permitted. The relevant Party informs the other Party beforehand to the extent legally permitted.
Use of the Customer's name, logo or a substantive customer reference in external communications requires the Customer's prior written consent.
25. Personal data
Each Party complies with applicable personal data legislation.
Where Nubera processes personal data on the Customer's behalf, the Parties enter into an appropriate data processing agreement before processing begins. This addresses, among other matters, instructions, security, use of subprocessors and treatment of personal data on termination.
Nubera's privacy policy describes processing for which Nubera acts as controller and does not replace a data processing agreement.
26. Duration and ordinary termination
The Specific Terms specify the duration, any renewal and termination arrangements.
A fixed-term agreement may be terminated early where permitted by the Agreement or by law, or by mutual agreement.
An indefinite-term agreement may be terminated by either Party in writing with the agreed notice period or, in its absence, a reasonable notice period. This takes account of the duration of the relationship, the nature of the work and the transition time reasonably required.
Obligations towards Third-Party Suppliers are passed on to the Customer only to the extent clearly communicated and accepted beforehand.
27. Termination for breach
Either Party may terminate the Agreement in whole or in part for breach if the other Party fails to remedy a sufficiently serious contractual breach within thirty calendar days of written notice of default.
The notice describes the breach and the remedial measures requested.
Immediate termination for breach is possible only where justified by the seriousness of the breach and permitted by applicable law.
A mere suspicion, a minor breach or a justified invoice dispute does not automatically justify immediate termination.
Mandatory rules on insolvency and judicial reorganisation remain applicable.
28. Consequences of termination
On termination, the Customer pays for properly delivered work and any other amounts validly due.
Advance payments are reconciled. Amounts relating to undelivered work are refunded, subject to demonstrable and validly due costs or compensation.
The Parties reasonably cooperate in returning materials, handling confidential information and transferring Customer data.
Any additional transfer work and costs are agreed beforehand. Obligations which by their nature survive termination, including confidentiality and applicable usage rights, remain in force.
29. Force majeure
Force majeure is a circumstance not attributable to the affected Party that makes performance of an obligation impossible.
The affected Party reports the situation and its expected consequences as soon as possible and takes reasonable measures to mitigate them.
A disruption or failure by a Third-Party Supplier does not automatically constitute force majeure; the applicable legal requirements must also be met.
In the event of temporary force majeure, only the affected obligations are suspended. If the situation lasts longer than sixty calendar days, either Party may terminate the affected part of the Agreement in writing.
Work already properly delivered remains payable. Advance payments for work that will definitively not be delivered are credited or refunded.
30. Non-solicitation
During the assignment and for twelve months thereafter, the Customer will not specifically and actively approach Personnel materially involved in its assignment with the aim of engaging them outside Nubera for the same or similar work, unless Nubera gives prior written consent.
This provision does not apply to general job advertisements or unsolicited applications without targeted approaches by the Customer.
In the event of an attributable breach, Nubera may claim compensation for demonstrable damage. A separate recruitment or engagement fee may be agreed in writing beforehand.
31. Notices and assignment
Operational communications and ordinary contractual notices may be sent by email using the contact details provided by the Parties.
Notices of default and termination notices are sent in a manner that provides sufficient evidence of their content, dispatch and receipt, for example by registered letter or confirmed electronic notice.
A Party may not transfer the Agreement to a third party without the other Party's prior written consent, unless the law provides otherwise. Consent will not be unreasonably withheld.
32. Governing law and disputes
The Agreement is governed by Belgian law, excluding the United Nations Convention on Contracts for the International Sale of Goods.
The Parties first attempt to resolve disputes through discussions. This does not prevent urgent measures or steps necessary to preserve rights.
Subject to mandatory jurisdiction rules, disputes fall within the jurisdiction of the competent courts in Leuven, Belgium.
33. Final provisions
The Agreement replaces earlier proposals and arrangements on the same subject to the extent that they are not expressly incorporated into the Agreement.
Changes and additions are agreed in writing.
If a provision is wholly or partly invalid or unenforceable, the remaining provisions continue to apply to the extent that the Agreement can continue without that provision. Where necessary, the Parties discuss a lawful replacement without prejudice to the protection afforded by applicable law.
A temporary failure to exercise a right does not mean that a Party waives it.
Headings are included solely for readability and do not change the meaning of the provisions.