Terms and Conditions

General

Unless expressly stated otherwise in writing, these general terms and conditions apply to all quotations, invoices, deliveries, services, and agreements of "Monama BV" with registered office at Lichtelarestraat 66, 9080 Lochristi, Belgium, and company number 0692.714.018 (hereinafter referred to as "Monama"), excluding all other general terms and conditions, specifically those of the customer.

If specific conditions deviating from these general terms and conditions are agreed upon in the contractual relationship between the customer and Monama, those specific conditions shall prevail, without prejudice to the applicability of these general terms and conditions to the extent that they are not incompatible with those specific conditions.

The signing of the agreement, the purchase order, the issuance of an instruction, or the failure to contest the invoice implies acceptance of these general terms and conditions. These general terms and conditions are an integral part of the commercial relations of Monama, and they can only be deviated from in writing.

Unless expressly agreed otherwise, Monama is committed to a best-efforts obligation and not a results obligation.

The customer is the data controller within the meaning of the GDPR Regulation, while Monama is exclusively a data processor within the meaning of this regulation and processes personal data solely on behalf of the customer.

In general, the customer undertakes to use the goods and services solely in compliance with all applicable regulations.

Quotation

All our price calculations, quotations, and other offers are merely indicative and not binding unless expressly stated otherwise. Our quotations are valid for the duration specified in the quotation. If no term is mentioned, a maximum duration of 30 days applies, subject to the validity period of the quotations provided by Monama's suppliers.

The quoted price applies only to the scope of work explicitly described in the quotation. All data, including prices, are subject to possible errors. The prices provided are valid at the time of the quotation and do not constitute a price guarantee for the future. If there are increases in certain cost factors, these increases may be charged to the customer.

All prices are exclusive of VAT, Recupel, Reprobel, Auvibel, and other taxes.

All project proposals and service quotations are prepared on a time and materials basis unless a fixed price is explicitly stated.

Agreements are concluded by the customer's written acceptance of the quotation and/or by the signing of the agreement by both parties.

The customer is responsible for timely and complete provision of all necessary information for the execution of the assignment.

If it becomes necessary to modify the activities to be performed for proper execution during the course of the assignment, the parties shall adjust the agreement through consultation.

Payment

Invoices are considered accepted unless duly contested in writing by registered letter within 8 days of the invoice date. 

Any change in our costs such as wages, social charges, material prices, or transport costs, as well as the introduction or modification of taxes or levies, leads to a price revision upon corresponding invoicing.

Upon receipt of a signed agreement/quotation or approval, an advance payment of 30% of the total invoice amount becomes due. This advance payment is non-refundable under any circumstances. Upon final delivery, the balance of 70% of the invoice amount is due. 

Service fees are invoiced monthly. 

In the event of cancellation of the order by the customer, Monama is entitled to a flat-rate compensation of 30% of the amount indicated in the quotation/agreement, without prejudice to Monama's right to claim higher compensation if the actual damage is greater.

The invoices must be paid in cash within 15 days of the invoice date, at the registered office address of Monama, net without discount, except for advances, which require immediate payment.

In case of payment by bills of exchange, all collection costs, protest costs, and other costs are borne by the customer.

In the event of late payment, the customer is automatically and without notice in default and owes a fixed compensation of 12% of the remaining amount due, with a minimum of 50 EUR, in addition to default interest in accordance with the interest rate established by the law of August 8, 2002.

In the event of exceeding the payment term of one invoice, all issued invoices become due, and we have the right to delay or suspend all our services and deliveries for the customer, including those under any other agreement, even in the case of a maintenance agreement. In such a case, we also have the right to refuse any intervention due under our contractual liability.

Monama has the right to suspend the performance of the agreement, until payment is sufficiently guaranteed, in case of justified doubt about the customer's compliance with its obligations.

Monama is entitled to offset any existing or future debts of the customer, of any kind whatsoever, with all existing or potential claims of the customer, of any kind whatsoever, even if the conditions for legal setoff are not met.

The customer's unilateral suspension of its payment obligations is explicitly excluded, except for any mandatory legal provision.

All costs related to the judicial collection of the claim, including fees, are borne by the customer. The general management of Monama, located at the registered office in Lochristi, is solely authorized to definitively agree with the customer on the subject, price, and terms of its intervention.

If the customer enters into any form of financing to pay for the goods, this is purely for informational purposes and does not imply any suspensive condition under which the agreement would have been concluded.

We have the right to prove, by any means of evidence, including our own confirmation that was not immediately contested, any modification or extension of the ordered works by the customer and the corresponding price.

The risk remains with the customer. In the event of late payment, we may, after registered formal notice to the customer but without new authorization from the customer and at his expense, detach and reclaim the goods and services. In the event of exercising this right of recovery, any advances paid by the customer will be used to compensate for our damages resulting from the termination of the agreement. This right expires, and ownership passes, once the customer has fully settled all his debts to us after taking delivery of the deliveries and/or works.

If, for any reason, the goods need to be temporarily stored, whether with the carrier or with any third party, the risk and hazards of the goods, including the risk of fire, theft, accident, or force majeure, always remain with the customer.

As long as the sales price has not been fully paid, the customer is prohibited from pledging or offering the goods/services/rights as collateral or in any other way. Furthermore, the customer's bankruptcy does not affect Monama's right to reclaim the goods/services in the customer's possession.

A deposit may be requested from the customer. When the deposit is exhausted, a new deposit may be requested.

If a contract or quotation concerns a service for an indefinite duration or annually renewable duration, Monama may adjust the prevailing prices and rates annually.

Breach of Contract

In the event of a breach of contract, Monama has the option to either demand performance of the agreement or request its dissolution, in which case the customer will be liable for a fixed compensation equal to 60% of the agreed price.

Force Majeure

In the case of delivery of goods, the risks of damage or loss due to force majeure or the fault of a third party are transferred to the customer from the moment of their departure for transport. In the execution of works, these risks automatically transfer to the customer as the works are carried out.

The risks of loss or destruction of the sold goods are entirely borne by the customer from the moment the goods leave Monama's premises. The transportation of the goods is also always at the customer's expense and risk.

All unavoidable circumstances that were reasonably unforeseeable at the time of submitting the offer, and which make the performance of the agreement financially or otherwise more difficult than anticipated, are considered force majeure. They give the parties the right to request a revision of the prices or the execution conditions of the agreement, or its dissolution, without the customer being entitled to compensation.

In the event of force majeure, the obligations of the parties are suspended.

If the force majeure situation lasts for more than 60 days, either party is entitled to terminate the agreement in writing. Any performance and/or goods already delivered will be invoiced reasonably.

Force majeure in these general terms and conditions refers to circumstances that prevent the fulfillment of the obligation and are not attributable to the party, including but not limited to strikes, riots, natural disasters, pandemics, government measures, fire and business interruptions, power outages, depletion of a supplier's stock, internet failure, loss of goods due to accidents, strike or lockout, illness, telecommunication disruptions, errors or delays caused by third parties.

Delivery Period

All delivery periods communicated by Monama and its suppliers are purely indicative and are not binding on Monama. The periods are always expressed in working days.

Exceeding the delivery period cannot give rise to any compensation for the customer, provided that the delay is not unreasonable, nor can a delay in delivery entitle the cancellation of an order.

Warranty

Even after their incorporation, processing, mixing, or business substitution, the delivered or installed goods remain our property, and the customer is merely the holder who must not dispose of or encumber them.

Monama is only responsible for visible defects if they are immediately and no later than 8 days after delivery notified to Monama in writing. After that, the defect is deemed to have been accepted.

Any specific warranty provisions of manufacturers or software suppliers apply directly to the customer. These can be obtained from Monama upon the customer's first request.

The customer is responsible for the use and proper application of the goods delivered by Monama within their organization.

Liabilty

We cannot be held liable for the consequences of incorrect transmission or modification of data by the customer. Except in cases of fraud or intentional misconduct, we cannot be held liable in any case for any indirect or consequential damages of any kind, including but not limited to loss of production, loss of income, lost profits, savings, information, or damage to third parties. 

The contractual liability of Monama is in any case limited to the amount covered by the liability insurance taken out by Monama. The insurance policy and the policy conditions are available for inspection upon request.

Monama cannot be held liable for incorrect use, work performed by a third party, customer's own repairs, etc.

The liability of Monama in the event of a warranty claim is limited to the replacement or repair of the goods without any further additional compensation being due.

When Monama needs to perform operations on the customer's IT infrastructure, we are not liable for maintaining it in good working order. Therefore, the customer must have the necessary backup and recovery procedures to prevent or minimize any loss of programs or data. These procedures must take into account the specific risks and circumstances of our services and the implementation of the results. The customer must maintain these measures as long as the risk exists and keep their backups in a secure place.

Property Rights

All intellectual property rights associated with our creations remain our exclusive property, unless expressly agreed otherwise in writing.

The customer shall indemnify Monama for any claims by third parties resulting from infringements of intellectual property rights committed by the customer.

Contrary to Article 1583 of the Belgian Civil Code, ownership of the delivered goods and/or services and/or rights, such as license and usage rights, is only transferred after the customer has fully satisfied all amounts due, including costs, interest, and penalties, even if these arrears pertain to other orders from the same customer, and regardless of whether these services and/or goods have already been integrated with other items belonging to the customer.

As long as ownership has not been transferred to the customer, the customer is responsible for keeping the goods in good condition.

Unless stated in the offer, the customer is responsible for the purchase and installation of third-party software licenses necessary to operate the software developed by Monama.

Monama reserves the right to refuse the (re)installation of software if the customer does not have the required licenses.

All intellectual property rights to the goods and services created and delivered by Monama belong exclusively to Monama and its suppliers. With regard to Monama's own products and services, the customer can only obtain these rights through a written agreement that expressly regulates the transfer of these rights.

The customer exclusively obtains non-exclusive and non-transferable user rights/licenses for these goods and services, as expressly agreed upon.

Upon delivery of software, the customer acknowledges being informed of its capabilities. The customer shall comply with the terms of use of software not developed by Monama but licensed to the customer through Monama. Any breach of this by the customer shall not entail any liability of Monama.

The customer shall use the delivered software solely for its own internal business processes.

Complaints

Monama is not responsible for any complaints and/or damages that are wholly or partially the result of the customer's instructions and/or design or a third party validated by the customer.

Confidentiality

The parties undertake to maintain the confidentiality of all confidential information they have obtained from each other or from other sources in the context of the assignment unless there is a legal obligation to disclose it.

Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information.

In the event of a breach of this confidentiality obligation, the customer shall be liable to pay compensation set at 50% of the invoice, with the minimum amount being the amount claimed by Monama and to be proven.

All data, information, plans, software codes, documents, etc. marked as 'confidential' or 'classified' provided to the customer in connection with the conclusion or execution of the agreement shall remain the property of Monama. They must not be printed or communicated to any third party and must be immediately returned to Monama in case the agreement is not concluded or is terminated.

Breach of Contract

Both parties may terminate the agreement in writing at any time, observing a notice period of one month, unless otherwise agreed.

Monama has the right to terminate the agreement with immediate effect, without judicial authorization and without payment of any damages, in the following cases:

- If, despite written notice giving a period of at least seven calendar days, the customer fails to fulfill one or more obligations arising from the agreement in a timely and proper manner.

- In the event of payment default or (application for) bankruptcy by the customer.

- In the event of liquidation or cessation of activities by the customer.

- If seizure is made of (a part of) the customer's assets.

- If Monama has reasonable grounds to doubt that the customer will fulfill its obligations towards Monama.

In the event of termination, Monama also reserves the right to claim compensation for the costs, interest, and damages it has incurred, and all Monama's claims against the customer become immediately due and payable.

Appointed Parties

Monama is authorized to engage third parties in the performance of the agreement. In that case, Monama remains responsible for the execution of the agreement.

The employees of Monama are solely employed by Monama. Therefore, the customer undertakes not to make use of the personal services of Monama's employees in their own name and for their own account, regardless of the department they belong to. Furthermore, the customer undertakes not to recruit or employ Monama's employees within twelve months after their departure from Monama, nor to induce them to terminate their agreement with Monama with a view to employment with the customer, subject to a fixed compensation equal to the amount of the last gross annual salary of the recruited employee.

Monama's employees are not authorized to collect costs, invoices, or commissions. Any payment made to them will not be considered as released payment towards Monama. It is prohibited for them to, on behalf of the customer, intervene in the payment of amounts due to third parties and, therefore, to receive any means of payment from customers.

The travel and/or accommodation costs of Monama and its employees are borne by the customer.

Law

If any provision of these general terms and conditions is declared wholly or partially invalid or illegal, it shall remain binding to the extent permitted by law. The invalidity or illegality of a provision (or part thereof) does not affect the remaining parts, articles, or provisions that remain valid, enforceable, and will be applied in order to preserve the spirit, context, and objectives of the agreement.

Any invalid or illegal provision (or part thereof) will be immediately replaced by a provision that, as far as possible, corresponds to the intentions sought by the parties in that part or provision.

All agreements to which these general terms and conditions apply, as well as all other agreements arising therefrom, are governed exclusively by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is explicitly excluded.

The courts of the Ghent district, where Monama's registered office is located, have exclusive jurisdiction over disputes, without prejudice to Monama's right to bring claims against the customer before courts having jurisdiction under common law (including international acts).

January 2025

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