General Terms and Conditions
Applicable as of 23 March 2026
These general terms and conditions apply to all offers, quotations, orders placed with and agreements concluded with BNexus B.V., notwithstanding any conflicting provisions stated in the customer’s documents. By signing the order confirmation, purchase order or by confirming acceptance of the rates via email, the customer acknowledges having taken note of and accepted these general terms and conditions of BNexus B.V. Payment of any advance shall likewise constitute implicit acceptance of these terms and conditions. In case of discrepancies in interpretation, the Dutch version of these general terms and conditions shall prevail over versions in any other language.
1. Scope of application
1.1. These general terms and conditions apply to all quotations, agreements and services of BNexus B.V., having its registered office in Belgium at Industriestraat 12, 9240 Zele, and registered under company number BE 1032.794.038.
1.2. Any deviations from these terms shall only be valid if agreed in writing or electronically (e.g. via email). Electronic communication shall be deemed legally valid.
1.3. In the event of contradiction, the following order of precedence shall apply: (1) written agreement, (2) specific terms/quotation, (3) these general terms and conditions.
1.4. The general terms and conditions of the customer shall not apply, unless expressly accepted in writing.
2. Offers, quotations and order confirmation
2.1. All offers and quotations are non-binding until accepted by the customer. Quotations remain valid for 15 calendar days from the date of issuance, unless stated otherwise.
2.2. An agreement is concluded when the customer signs and returns the quotation or purchase order within 15 days, or confirms acceptance via email. Any order or order confirmation issued by the customer shall be binding upon the customer. The agreement supersedes all prior written or oral agreements.
2.3. Offers and quotations do not automatically apply to future assignments.
2.4. BNexus B.V. reserves the right to refuse any assignment without stating reasons.
3. Fees and payment
3.1. Invoices issued by BNexus B.V. are payable within 14 days from the invoice date, unless agreed otherwise.
3.2. In the event of non-payment on the due date, default interest shall be due automatically and without prior notice of default, in accordance with the Belgian Act of 2 August 2002.
3.3. In addition, a fixed compensation of 8% of the outstanding amount shall be due, with a minimum of EUR 150, without prejudice to BNexus B.V.’s right to claim higher actual damages.
3.4. Cancellation of an order by the customer is possible as long as BNexus B.V. has not yet commenced the services, subject to payment of a fixed compensation equal to 30% of the agreed price, with a minimum of EUR 125, as a reasonable estimate of the damages suffered, without prejudice to BNexus B.V.’s right to claim higher actual damages.
4. Performance of services
4.1. BNexus B.V. provides services including, but not limited to, consultancy, audits and training.
4.2. BNexus B.V. undertakes a best-efforts obligation and shall perform its services in accordance with professional standards.
4.3. BNexus B.V. is entitled to engage third parties or subcontractors for the performance of its services. Services may be performed wholly or partially by partners or in collaboration with third parties, without affecting the contractual relationship with the customer.
4.4. The customer acknowledges and accepts that certain services, including audits or training, may be carried out in cooperation with or on behalf of third parties.
5. Delivery and deadlines
5.1. Delivery deadlines are indicative and non-binding, unless expressly agreed otherwise.
5.2. Delays shall not entitle the customer to any compensation, except in cases of wilful misconduct or gross negligence.
6. Complaints
6.1. Complaints must be submitted in writing within 7 calendar days following delivery or invoice date.
6.2. In the absence of a timely complaint, the services and invoices shall be deemed definitively accepted.
7. Liability
7.1. BNexus B.V. shall only be liable in cases of wilful misconduct or gross negligence, subject to mandatory legal provisions.
7.2. BNexus B.V. shall not be liable for any indirect or consequential damages, including but not limited to loss of profit, loss of clientele, reputational damage or business interruption.
7.3. In any event, the liability of BNexus B.V. shall be limited to direct damages and shall not exceed, per claim or series of related claims, the amount of the invoice to which the liability relates.
7.4. BNexus B.V. shall not be liable for errors resulting from incorrect or incomplete information provided by the customer.
7.5. BNexus B.V. shall in no event be liable for:
- damages caused by third parties, including subcontractors, except in cases of wilful misconduct or gross negligence;
- damages resulting from the use of software, systems or infrastructure provided by third parties;
- loss of data, unless directly caused by wilful misconduct or gross negligence of BNexus B.V.
8. Intellectual property
8.1. All intellectual property rights relating to materials, methods, software and know-how provided by BNexus B.V. shall remain the exclusive property of BNexus B.V.
8.2. The customer shall not, without prior written consent of BNexus B.V.:
- copy, reproduce or distribute any materials, methods or know-how;
- use them for commercial purposes outside its own organisation;
- make them available to third parties, whether for consideration or not;
- subject any software, tools or methods to reverse engineering, decompilation or any other form of analysis.
In case of breach, the customer shall owe a fixed compensation of EUR 5,000 per infringement, without prejudice to BNexus B.V.’s right to claim higher damages.
8.3. The customer is granted a non-exclusive, non-transferable right to use the deliverables solely for internal business purposes, unless agreed otherwise in writing.
9. Confidentiality and data protection
9.1. The parties undertake not to disclose confidential information to third parties.
9.2. BNexus B.V. processes personal data in accordance with applicable data protection legislation (GDPR). Further details are set out in the privacy policy.
10. Duration and termination
10.1. BNexus B.V. shall have the right to suspend or terminate the agreement without prior judicial intervention in the event of serious contractual breach, including non-payment.
10.2. In case of termination by the customer, the customer shall be required to pay for services already rendered, increased by a fixed compensation of 20% of the unperformed part of the agreement, without prejudice to BNexus B.V.’s right to claim higher damages.
11. Force majeure
11.1. In the event of force majeure, performance of the agreement shall be suspended. Force majeure includes, but is not limited to: strikes, civil unrest, administrative measures, cyberattacks, internet or telecommunications failures, outages of cloud providers or IT infrastructure, and other unforeseen events beyond the control of BNexus B.V.
11.2. If performance becomes permanently impossible, the agreement shall be revised or terminated by mutual agreement. Services already performed shall be invoiced.
11.3. If the force majeure situation lasts longer than 60 days, either party may terminate the agreement without compensation.
12. Severability
12.1. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13. Amendments
13.1. BNexus B.V. reserves the right to amend these general terms and conditions.
13.2. Amended terms shall enter into force upon notification or publication and shall apply to new agreements only, without affecting existing agreements.
14. Notices
14.1. All notices required or permitted under the agreement shall be made by registered mail or email to the addresses communicated at the start of the agreement, or to any other address notified in writing at least one month in advance.
15. Non-circumvention and non-solicitation
15.1. The customer undertakes, during the term of the agreement and for a period of 12 months thereafter, not to engage, directly or indirectly, any person involved in the execution of the agreement (including independent contractors, subcontractors or partners) outside BNexus B.V., without prior written consent.
15.2. The customer shall not circumvent BNexus B.V. by contracting directly with parties introduced by BNexus B.V.
15.3. In case of breach, the customer shall owe a fixed compensation of EUR 10,000 per infringement, without prejudice to BNexus B.V.’s right to claim higher damages.
16. Amicable settlement
16.1. The parties undertake to seek an amicable settlement prior to initiating legal proceedings.
17. Governing law and jurisdiction
17.1. All agreements shall be governed by Belgian law.
17.2. All disputes shall fall under the exclusive jurisdiction of the courts having jurisdiction over the registered office of BNexus B.V.
