Our terms and conditions

1. General and scope

These terms and conditions (“Terms”) apply to services, consultancy, engineering work, software, digital products, deliverables, goods and other offerings supplied by Peinser BV (“Peinser”, “we”, “us” or “our”).

Peinser BV is a private limited company organised and existing under the laws of Belgium, with registered office at Jagers te-Voetlaan 17, Zemst, Belgium, registered with the Crossroads Bank for Enterprises under number 0799.620.488 and VAT number BE 0799.620.488.

These Terms apply to both customers acting for professional purposes (“Business Customers”) and natural persons acting primarily for purposes outside their trade, business or profession (“Consumers”).

Where mandatory consumer protection law grants a Consumer rights that cannot legally be restricted or excluded, those mandatory rights prevail over any conflicting provision of these Terms.

2. Formation of the agreement

Quotations, proposals, statements of work, order forms and other commercial offers issued by Peinser are non-binding until accepted by the customer and confirmed by Peinser, unless the relevant document expressly states otherwise.

An agreement between Peinser and the customer may consist of one or more of the following documents:

• A quotation, proposal, order form or statement of work;
• These Terms;
• A data processing agreement, where applicable;
• Any other agreement expressly accepted in writing by both Peinser and the customer.

If these documents conflict, specifically negotiated and expressly agreed terms take precedence over these Terms. A data processing agreement takes precedence in relation to the processing of personal data.

Purchase conditions or other standard terms of a Business Customer do not apply unless Peinser expressly accepts them in writing.

3. Quotations and scope

A quotation or proposal is valid for the period stated in that document. If no validity period is stated, it is valid for 30 calendar days from its date of issue.

Peinser will provide the services, deliverables or goods described in the applicable quotation, proposal, order or statement of work (the “Order”).

Any functionality, work, integration, support, documentation, migration, installation, maintenance or other activity that is not expressly included in the agreed scope is considered outside the scope of the Order.

Estimates regarding effort, timing, technical feasibility or expected results are made in good faith based on the information available to Peinser at the time. Unless expressly identified as a fixed commitment, such estimates are indicative and may change as the work progresses.

4. Customer cooperation

The customer shall provide Peinser in a timely manner with the information, decisions, access, credentials, infrastructure, documentation, materials and cooperation reasonably required to perform the agreement.

The customer is responsible for the completeness and accuracy of information and instructions it provides to Peinser.

If Peinser is delayed or prevented from performing its obligations because required information, access, approvals or cooperation have not been provided in time, agreed delivery dates will be adjusted accordingly. Peinser may also charge reasonable additional work or costs caused by such delay.

The customer shall ensure that it has all rights, licences, permissions and authorisations required for any systems, software, data, documentation or other materials it makes available to Peinser.

5. Changes to the scope

Either party may propose changes to the scope of an Order.

Peinser may assess the impact of a requested change on pricing, timing, resources, technical architecture and other aspects of the project. Peinser is not required to perform material work outside the agreed scope until the parties have agreed on the relevant change.

Additional work may be charged at the rates specified in the Order or, if no applicable rate has been agreed, at Peinser’s then-current rates as communicated before that additional work is performed.

6. Delivery and acceptance

Delivery dates are estimates unless Peinser expressly agrees in writing that a particular date is a binding deadline.

Business Customers shall inspect material deliverables within a reasonable period after delivery. If a deliverable materially fails to comply with the expressly agreed specifications, the Business Customer should notify Peinser in writing without undue delay and provide sufficient information to allow Peinser to investigate the issue.

Where appropriate, Peinser will be given a reasonable opportunity to correct a material non-conformity attributable to Peinser.

Any mandatory statutory rights available to Consumers remain unaffected.

7. Prices and taxes

Prices are specified in the applicable Order.

Prices quoted to Business Customers are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

Prices communicated to Consumers will include VAT and other mandatory charges where required by applicable law.

Peinser may invoice reasonable expenses or third-party costs where the applicable Order provides for their reimbursement or where they have been approved by the customer in advance.

Peinser will not retroactively change the agreed price of completed work. Changes to pricing resulting from a change in scope require agreement in accordance with the section above.

For recurring or ongoing services, prices may be adjusted for a future renewal period or future service period where this is provided for in the applicable Order or agreed between the parties.

8. Invoicing and payment

Unless otherwise specified in the applicable Order, invoices are payable within 30 calendar days from the invoice date.

The customer shall notify Peinser without undue delay if it reasonably disputes an invoice and shall identify the disputed amount and the reasons for the dispute. Undisputed amounts remain payable when due.

Business Customers

In the event of late payment by a Business Customer, Peinser is entitled, without prejudice to any other rights available under applicable law, to the interest, fixed recovery compensation and reasonable recovery costs permitted under Belgian law relating to late payment in commercial transactions.

Where an undisputed invoice remains unpaid after its due date, Peinser may, after giving reasonable notice where appropriate, suspend further performance until the outstanding amounts have been paid.

Consumers

Late payments by Consumers are handled in accordance with the mandatory provisions of Belgian consumer law.

Where required by law, Peinser will first issue a free payment reminder and observe the legally required waiting period before any late-payment interest or compensation becomes due.

Any interest or compensation charged to a Consumer will not exceed the maximum amounts permitted by applicable law.

9. Suspension

Peinser may suspend all or part of its performance where reasonably necessary if:

• An undisputed amount remains overdue;
• The customer fails to provide cooperation necessary for Peinser to perform the agreement;
• Continuing the work would create a material cybersecurity, safety or legal risk;
• Peinser reasonably believes that the customer’s requested use is unlawful or infringes third-party rights; or
• The customer materially breaches the agreement.

Except where urgent action is reasonably necessary, Peinser will give the customer reasonable notice of a suspension and an opportunity to remedy the relevant issue.

10. Termination

The duration and any ordinary termination rights applicable to an engagement are set out in the relevant Order.

Either party may terminate an agreement for material breach if the other party fails to remedy that breach within a reasonable period after receiving written notice identifying the breach, where the breach is capable of remedy.

Peinser may terminate an agreement immediately where continued performance would be unlawful, where the other party becomes insolvent or ceases its activities, or where a material cybersecurity or safety risk cannot reasonably be remedied.

On termination, the customer shall pay all amounts due for work properly performed and costs properly incurred up to the effective date of termination, together with any non-cancellable third-party commitments that were reasonably entered into for the customer.

Nothing in this section affects a Consumer’s mandatory right of withdrawal or other mandatory statutory termination rights.

11. Consumer right of withdrawal

This section applies only to Consumers and only where Belgian or European consumer law grants a statutory right of withdrawal, including certain contracts concluded at a distance or away from Peinser’s business premises.

Unless a statutory exception applies, a Consumer may withdraw from such an agreement without giving a reason within 14 calendar days.

For service contracts, the withdrawal period generally starts on the date the contract is concluded. For the sale of goods, the applicable statutory rules determine when the withdrawal period begins.

To exercise the right of withdrawal, the Consumer must inform Peinser of the decision to withdraw by an unequivocal statement sent to hello@peinser.com or to our registered office. The model withdrawal form at the end of these Terms may be used but is not mandatory.

Services started during the withdrawal period

If a Consumer expressly requests Peinser to begin providing services during the withdrawal period and subsequently exercises the right of withdrawal, Peinser may charge the proportionate amount permitted by law for services already provided up to the time of withdrawal.

Where a service has been fully performed during the withdrawal period, the Consumer loses the right of withdrawal only where all statutory requirements for that loss of the right have been satisfied, including the Consumer’s prior express consent and acknowledgment where required.

Digital content

Where digital content not supplied on a tangible medium is supplied before the end of the withdrawal period, the right of withdrawal is lost only where the statutory conditions are satisfied, including any required prior express consent and acknowledgment from the Consumer.

Exceptions

The right of withdrawal does not apply where a statutory exception applies, including, where applicable, to goods made to the Consumer’s specifications or clearly personalised and other situations provided for by applicable law.

12. Consumer guarantees and conformity

Nothing in these Terms excludes or restricts any mandatory legal guarantee or conformity right available to Consumers.

Where Peinser sells consumer goods, the mandatory Belgian legal guarantee applies in accordance with applicable law.

Where Peinser supplies digital content or digital services to a Consumer, the mandatory statutory conformity requirements and remedies for digital content and digital services apply.

These statutory rights apply independently of any additional commercial warranty that Peinser may expressly offer.

13. Intellectual property

Peinser background technology

Peinser retains all rights, title and interest in intellectual property that existed before an engagement or that is developed independently of the customer-specific engagement, including methodologies, know-how, concepts, algorithms, libraries, frameworks, templates, tools, development techniques, generic software components and reusable technology (“Background Technology”).

Nothing in an Order transfers ownership of Peinser’s Background Technology unless expressly agreed in writing.

Deliverables

Unless the applicable Order expressly provides for a transfer of intellectual property rights, Peinser retains ownership of the intellectual property rights in deliverables created by Peinser.

Subject to full payment of all amounts due for the relevant deliverable, Peinser grants the customer a non-exclusive, worldwide and perpetual licence to use, reproduce, execute, maintain and modify that deliverable for the customer’s own purposes for which it was supplied.

The customer may permit its employees and service providers to exercise those rights where reasonably necessary for the customer’s use, maintenance or support of the deliverable.

If an Order expressly provides that ownership of customer-specific intellectual property will be transferred, such transfer occurs only after full payment of the amounts due for that work. Peinser retains ownership of Background Technology incorporated into the deliverable and grants the customer the rights reasonably necessary to use that Background Technology as part of the deliverable.

14. Open-source and third-party components

Deliverables may contain or depend on third-party software, open-source software, APIs, cloud services, hardware, libraries or other third-party components.

Such components remain subject to the applicable third-party terms, licences, conditions and availability. Nothing in these Terms grants rights that Peinser does not have the authority to grant.

Peinser is not responsible for changes, discontinuation, outages or other acts of an independent third-party provider except to the extent that Peinser has expressly assumed responsibility for them in the applicable Order.

15. Customer materials

The customer retains ownership of materials, software, data, documentation and other intellectual property supplied by the customer to Peinser.

The customer grants Peinser the rights reasonably necessary to use such materials for the purpose of performing the agreement.

A Business Customer is responsible for claims arising from materials or instructions supplied by that Business Customer that infringe third-party rights or applicable law, except to the extent the claim results from Peinser’s own breach of the agreement.

16. Confidentiality

Each party shall treat non-public technical, commercial, financial and business information received from the other party as confidential where the information is identified as confidential or should reasonably be understood to be confidential given its nature or the circumstances of disclosure.

Confidential information may be used only as reasonably necessary for the performance of the agreement and may be disclosed only to persons who need access to it and who are subject to appropriate confidentiality obligations.

These obligations do not apply to information that:

• Is or becomes publicly available without breach of confidentiality;
• Was lawfully known by the receiving party before disclosure;
• Is independently developed without use of the confidential information;
• Is lawfully received from a third party without a duty of confidentiality; or
• Must be disclosed by law or by a competent authority.

Trade secrets remain protected for as long as they qualify as trade secrets. Other confidentiality obligations survive termination for as long as is reasonably appropriate given the nature of the information.

17. Data protection

Each party shall comply with applicable data protection law in relation to personal data processed in connection with the agreement.

Where Peinser processes personal data on behalf of a customer as a data processor, the parties will enter into an appropriate data processing agreement where required by law.

Information about personal data for which Peinser acts as controller is available in Peinser’s Privacy Policy.

18. Information security

Peinser applies technical and organisational security measures appropriate to the services it provides and the risks reasonably associated with those services.

No information system or cybersecurity measure can guarantee absolute security, uninterrupted availability or complete protection against every possible threat.

The customer remains responsible for its own IT environment, user management, access permissions, credentials, regulatory obligations and business continuity except to the extent a specific responsibility has expressly been assigned to Peinser in an Order.

Unless backup, disaster recovery or business continuity services are expressly included in an Order, the customer remains responsible for maintaining appropriate backups and recovery procedures for its systems and data.

19. Professional standard

Peinser will perform its services with reasonable professional care and skill having regard to the nature of the agreed engagement.

Unless expressly guaranteed in an Order, Peinser does not warrant that software or technical systems will operate without interruption, contain no defects, be compatible with every third-party environment or be immune from all cybersecurity threats.

Advice, prototypes, research outputs, proof-of-concept systems and experimental technology must be evaluated in light of the scope and purpose for which they were supplied.

The customer remains responsible for decisions regarding the operational, commercial, regulatory and safety-critical use of deliverables unless Peinser has expressly agreed in writing to assume a particular responsibility.

20. Liability — Business Customers

This section applies to Business Customers only.

To the maximum extent permitted by applicable law, Peinser is liable only for damage that is a direct and reasonably foreseeable consequence of a breach attributable to Peinser.

Peinser shall not be liable for indirect or consequential damage, including loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, business interruption or loss of goodwill, except where such an exclusion is prohibited by mandatory law.

To the maximum extent permitted by applicable law, Peinser’s aggregate liability arising out of or in connection with an Order is limited to the total fees paid or payable to Peinser under the affected Order during the twelve months preceding the event giving rise to the claim. Where the Order has existed for less than twelve months, the limitation is the total fees paid or payable under that Order.

The limitations and exclusions above do not apply to liability that cannot legally be excluded or limited, including liability arising from intentional misconduct or gross negligence to the extent such limitation is prohibited by law, or liability for death or personal injury where exclusion is prohibited by law.

Nothing in these Terms excludes liability in a manner that would deprive an essential contractual obligation of its substance.

21. Liability — Consumers

For Consumers, Peinser’s liability is governed by applicable Belgian law. Nothing in these Terms excludes, restricts or limits liability or remedies where such exclusion, restriction or limitation is prohibited by mandatory consumer law.

22. Personnel, contractors and subcontractors

Peinser may use employees, independent contractors, subcontractors and other service providers to perform all or part of its obligations, while remaining responsible for its contractual obligations in accordance with applicable law.

To the maximum extent permitted by law, the contractual defences, exclusions and limitations available to Peinser under the agreement are also stipulated for the benefit of Peinser’s directors, employees, contractors, subcontractors and other auxiliary persons in relation to claims arising from the performance of the agreement.

This provision is intended to constitute a stipulation for the benefit of those persons to the extent recognised by applicable law.

23. Force majeure

Neither party is liable for a failure or delay in performing an obligation to the extent performance is prevented by circumstances beyond that party’s reasonable control and which could not reasonably have been avoided or overcome.

Such circumstances may include major infrastructure or telecommunications failures, widespread cloud or third-party service outages, cyberattacks, natural disasters, fire, war, civil unrest, government measures, strikes, epidemics and other comparable events.

The affected party shall inform the other party within a reasonable period and take reasonable measures to mitigate the effects of the event.

If a force majeure event prevents material performance for more than 60 consecutive days, either party may terminate the affected Order by written notice, without liability for the termination itself. Amounts relating to work already properly performed and unavoidable costs already incurred remain due.

24. Goods and retention of title

Where Peinser supplies physical goods to a Business Customer, ownership of those goods remains with Peinser until Peinser has received full payment of the amounts due for those goods, to the extent permitted by applicable law.

Risk in goods supplied to Business Customers passes at the time and place of delivery agreed between the parties.

For Consumers, ownership, risk, delivery and guarantee rights are governed by the mandatory rules of applicable consumer law.

25. Regulatory and lawful use

The customer shall use Peinser’s services and deliverables in accordance with applicable law and shall obtain any permits, licences, approvals or certifications required for the customer’s intended use, except where Peinser has expressly agreed in writing to obtain a specific approval on the customer’s behalf.

Unless expressly stated in an Order, a prototype, proof of concept or experimental deliverable is not represented as having obtained any specific regulatory, safety or operational certification.

26. Assignment

A Business Customer may not assign an agreement with Peinser without Peinser’s prior written consent, which shall not be unreasonably withheld where the assignment does not materially prejudice Peinser.

Peinser may assign an agreement as part of a merger, restructuring, transfer of business or transfer of the relevant activity, subject to applicable law.

Mandatory rights of Consumers remain unaffected.

27. Entire agreement

The agreement constitutes the agreement between the parties concerning its subject matter and supersedes prior discussions, proposals or communications concerning that subject matter, without excluding liability for fraud or intentional misrepresentation.

Changes to an Order or other specifically negotiated contractual terms must be agreed in writing or by another method that clearly records the agreement of both parties.

28. Severability and waiver

If a provision of the agreement is found to be invalid, unlawful or unenforceable, that provision shall be disregarded or limited to the minimum extent necessary, and the remaining provisions shall continue to apply to the extent legally possible.

A failure or delay by either party to exercise a contractual right does not constitute a waiver of that right.

29. Governing law and disputes

The agreement is governed by Belgian law.

Business Customers

The parties shall first attempt in good faith to resolve any dispute through consultation.

If no amicable solution can be reached, the courts competent for Leuven, Belgium shall have exclusive jurisdiction over disputes between Peinser and a Business Customer, except where the parties have expressly agreed otherwise or mandatory law provides otherwise.

Consumers

Consumers may benefit from mandatory rules concerning applicable law, jurisdiction and dispute resolution. Nothing in these Terms deprives a Consumer of the protection of mandatory law applicable to that Consumer.

Consumers are encouraged to contact Peinser first at hello@peinser.com so that we can attempt to resolve any complaint amicably.

30. Changes to these Terms

Peinser may update these Terms from time to time for future agreements. The version applicable to an existing Order is the version accepted in connection with that Order, unless the parties validly agree otherwise or a change is required by mandatory law.

31. Model withdrawal form for Consumers

Consumers who have a statutory right of withdrawal may use the following model form. Use of this form is optional.

To: Peinser BV, Jagers te-Voetlaan 17, Zemst, Belgium, hello@peinser.com

I/We hereby give notice that I/We withdraw from my/our contract for the provision of the following service, digital content or goods:

[description]

Ordered / contract concluded on: [date]

Name of consumer(s): [name]

Address of consumer(s): [address]

Date: [date]

Contact

Peinser BV · hello@peinser.com · Enterprise number 0799.620.488 · VAT BE 0799.620.488.