Article 1. Applicability
1.1 These general terms and conditions apply to the provision of services, as defined below, by Vlitix BV, with registered office at 2350 Vosselaar, Berkenmei 65 and company number BE 0638.951.272, which provides its services under the trade name “QIVERO” (hereinafter referred to as “QIVERO“). If the Client wishes to contact QIVERO, it shall use the following contact details:
1.2 The term “Client(s)” refers to a natural or legal person who pursues an economic objective on a sustainable basis and, in that capacity, enters into an agreement with QIVERO and purchases Services from QIVERO.
1.3 The term “Agreement” refers to the contractual relationship between QIVERO and the Client (each individually referred to as a “Party” and collectively as the “Parties”) in relation to the Services, as defined in article 2.1 of these general terms and conditions, consisting of (i) these general terms and conditions (hereinafter referred to as the “General Terms and Conditions”); (ii) any specific terms and conditions agreed upon by the Parties; (iii) the subscription document; and (v) where applicable, the terms and conditions relating to the QIVERO® Referral Programme.
1.4 These General Terms and Conditions can always be accessed at [link naar de algemene voorwaarden op de website toevoegen]. The General Terms and Conditions are always made available to the Client prior to the conclusion of the Agreement. The provisions of these General Terms and Conditions shall apply as from the moment the Agreement between the Parties is concluded and remain applicable throughout the entire contractual relationship between the Parties, unless otherwise agreed in writing. The Agreement shall be deemed to have been concluded at the moment the Client has signed the subscription document or has provided its consent by e-mail or by any other means of communication.
1.5 The Client’s terms and conditions will only apply if both QIVERO and the Client have expressly and in writing accepted them in specifics terms prior to the performance of the Agreement. Subjects not expressly and in writing included in the specific terms fall outside the scope of these General Terms and Conditions and will be governed by generally applicable legal rules under Belgian law.
1.6 Deviations from these General Terms and Conditions can only be made by written agreement in specific terms, whereby the agreed deviation shall replace only the provisions of these General Terms and Conditions to which it relates and shall apply only to the agreement for which it was granted. In all other respects, these General Terms and Conditions shall remain fully applicable.
Article 2. Description of the services and definitions
2.1. The term “Service(s)” refers to the coaching and consultancy services provided by QIVERO to its Clients in relation to the development, management and improvement of their quality processes. These Services can be structured into programmes, as described in article 2.2 of these General Terms and Conditions, each with its own objective and approach.
The intended outcome may include, without limitation: the implementation of a documented quality and food safety system, the improvement of one or more components of the Client’s existing system, or the development of a quality KPI dashboard.
Under this programme, the Client shall receive unlimited support by email and periodic support via one-on-one video calls and via in-person meetings at the Client’s premises,
until the Definition of Done has been achieved. The programme shall be concluded with an on-site visit.
In this context, QIVERO shall, inter alia and without limitation, perform the following tasks: scheduling the audit date, conducting the audit, preparing the audit report, assessing the improvement plan prepared by the supplier of the Client, and monitoring the implementation of individual actions. QIVERO shall use the audit standards and associated tools provided by the Client. During the audit, QIVERO shall also provide practical advice to the supplier regarding potential improvements. Each audit shall, in principle, be conducted over one (1) day and shall be followed by an audit report. Where appropriate, a pre-audit meeting shall be organised with the Client prior to the audit in order to align on its scope and approach. Following the issuance of the report, a post-audit meeting may be held to discuss the findings.
2.3 The term “Business Day(s)” refers to any day between 9:00 a.m. and 5:00 p.m., excluding Saturdays, Sundays and public holidays, on which QIVERO is open for business.
Article 3. The subscription document and information
3.1 If no validity period is specified in the subscription document, the subscription document shall remain valid for a period of sixty (60) calendar days from the date thereof.
3.2 QIVERO provides the Agreement based on the information provided by the Client. QIVERO shall not be held liable for material errors or (typographical) mistakes in the Agreement due to incorrect or incomplete information provided by the Client and reserves the right to adjust the Agreement in such cases.
3.3 If the Client requests QIVERO to make substantive changes to the Agreement, this shall be considered a rejection of the original Agreement.
Article 4. Prices
4.1 The price is determined in the subscription document and is stated exclusive of VAT, unless expressly stated otherwise. The prices are calculated based on the rates applicable on the date the Agreement is concluded.
4.2 If additional services – which are not included in the Agreement (i.e. the Programmes if applicable) – need to be carried out by QIVERO (at the Client’s express request), such Services shall be subject to additional charges and shall be documented in a separate subscription document.
Such additional services may include, without limitation, taxi fares, public transport fares, airline tickets, hotel accommodation costs, car rental and travel by car. Any domestic or international travel by car carried out by QIVERO in connection with the Services and with an estimated travel time of less than four (4) hours shall be charged at a rate of 1,50 EUR / km. Where the estimated travel time exceeds four (4) hours, QIVERO shall be entitled to travel by air. Intercontinental flights shall be booked in Business Class.
Article 5. Payment and invoicing
5.1 The payment term for all invoices of QIVERO is fourteen (14) calendar days after the invoice date. Prices stated on the invoices issued to Belgian Clients include the applicable Belgian VAT. For Clients established outside Belgium, invoices shall be issued in accordance with the applicable VAT rules, including the reverse charge mechanism where applicable. The Client shall make all payments under the Agreement in accordance with the payment details specified on the relevant invoice.
5.2 The Services shall be invoiced as follows:
Any travel costs and other expenses (for additional services, as referred to in article 4.3 of these General Terms and Conditions) chargeable to the Client pursuant to this Agreement shall only become due and payable once they have actually been incurred by QIVERO and may be invoiced separately from the fees for the Services.
5.3 Complaints regarding invoices must be motivated and submitted by the Client to QIVERO within eight (8) calendar days after the invoice date, stating the date, the invoice number and the structured payment reference indicated on the invoice. This must be done by registered letter or by any other legally permitted means of proof. In the absence of a complaint within this period, the invoice shall be considered accepted.
5.4 QIVERO reserves the right to pass on to the Client all administrative costs reasonably incurred in connection with reminders, duplicate documents, and payment statements.
5.5 In the event of non-compliance by the Client with the payment terms of any invoice, all outstanding invoices of the Client shall become immediately due and payable. Collection costs and protest charges shall be borne by the Client, and any agreed discounts shall no longer apply. Furthermore, QIVERO reserves the right, without prior notice of default or judicial intervention, to suspend further performance of its obligations under the Agreement (until the Client has fully complied with all of its contractual obligations, including its payment obligations) or to consider the Agreement as dissolved, without prejudice to QIVERO’s right to claim compensation for any damages suffered.
5.6 If the Client is in a state of bankruptcy, liquidation, insolvency, cessation of payments, or any other situation indicating financial difficulties or an inability to meet its contractual obligations (including payment obligations), all claims of QIVERO and all obligations of the Client shall become immediately due and payable. Furthermore, QIVERO reserves the right, without prior notice of default or judicial intervention, to suspend further performance of its obligations under the Agreement or to consider the Agreement as dissolved, without prejudice to QIVERO’s right to claim compensation for any damages suffered.
5.7 Payments made by the Client shall always be allocated first to all interest and costs due, and thereafter to the oldest outstanding payable invoices, even if the Client states that the payment relates to a different invoice.
5.8 In the event of default by the Client, late payment interest shall automatically and without prior notice be charged from the due date onwards, at a rate of at least 10% of the invoice amount (including VAT if applicable), or at the applicable statutory interest rate for late payment in commercial transactions if higher. In addition, and without prejudice to the fixed compensation for recovery costs in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, a fixed compensation of 10% of the invoice amount (including VAT if applicable) shall be charged, with a minimum of 75,00 EUR, without prejudice to QIVERO’s right to claim higher damages if such damages can be proven.
Article 6. Duration of the Agreement
6.1 In the event the Agreement is concluded for a one‑off assignment, the Agreement shall terminate upon completion of the assignment and any additional services, provided that the Client has fulfilled all of its contractual obligations. The duration of the Agreement may vary depending on the Programme selected by the Client, as further described in article 2.2 of these General Terms and Conditions.
6.2 In the event the Agreement is concluded for an ongoing assignment, the Agreement shall have a fixed term of twelve (12) months, unless a different term is specified in the Agreement, and shall be tacitly renewed for a period of one year, unless the Client terminates the Agreement by means of a registered letter, respecting a notice period of three (3) months, prior to the end of the Agreement.
The notice period shall commence on the third Business Day following the date of dispatch.
Article 7. Dissolution or suspension
7.1 QIVERO reserves the right, without prior court intervention, to consider the Agreement terminated by means of a written notice to the Client in the event of a material breach by the Client that makes the continuation of the Agreement impossible, provided that the Client has not remedied such breaches adequately within thirty (30) calendar days after receipt of a written notice.
7.2 The following are expressly considered to be material breaches (this list is not exhaustive):
7.3 In the event of a material breach by the Client, QIVERO reserves the right, without prior court intervention and upon written notice, to suspend the performance of its obligations under the Agreement, at the Client’s expense.
7.4 In the event of termination or suspension of the Agreement by QIVERO, the Client shall not be entitled to any compensation or indemnity. Without prejudice to the foregoing, QIVERO shall, in such case, retain the right to claim additional damages, to the extent they result from a Client’s breach of its obligations under this Agreement and such damages can be proven.
7.5 Any unlawful or irregular unilateral termination of the Agreement by the Client (i.e. termination of the Agreement, once the performance of the Services has commenced, without compliance with the term of the Agreement or with the applicable notice period) shall, without prior court intervention and without the need for prior written notice, give rise to a termination fee. Such termination fee shall be equal to:
For the avoidance of doubt, this article 7 shall not apply to cancellations of Services prior to their commencement, which shall be governed exclusively by article 10 of these General Terms and Conditions.
7.6 The Client is likewise entitled to terminate the agreement by means of written notice in the event of demonstrable material breaches by QIVERO that make continuation of the agreement impossible, and if QIVERO has not adequately remedied such breaches within thirty (30) calendar days after receipt of a written notice.
Article 8. Performance of the Services
8.1 The delivery period as specified in the Agreement, including any completion date requested by the Client, is only indicative and not binding in any way, unless otherwise agreed between the Parties. Failure to comply with the delivery period, regardless of the cause of such delay, shall in no event entitle the Client to terminate the Agreement or to claim any form of damages, except in the following case.
If a specific assignment must be performed by QIVERO on an urgent basis, the Client shall notify QIVERO thereof in advance and shall at all times comply with the applicable payment terms of the relevant invoice, as QIVERO shall be entitled to suspend the provision of its Services in the event of late payment. Any agreed performance period shall be binding on QIVERO only if the assignment has been expressly designated as urgent and such period has been expressly agreed between the Parties. In any event, QIVERO shall not be liable for any delay resulting from Force Majeure, as defined in article 12.1 of these General Terms and Conditions, or from any act or omission of the Client.
8.2 The Services are exclusively accepted and performed by QIVERO. Under no circumstances shall the Client be entitled to demand that the Services be performed by a specific natural person associated with QIVERO. QIVERO shall therefore be entitled, at any time, to change the Client’s point of contact for a specific assignment, while taking into account the continuity of the Services.
8.3 In order to ensure the proper performance of the Services, QIVERO shall be entitled, at its sole discretion, to engage third parties, including subcontractors, who shall act under its direction, control and responsibility.
8.4 With regard to the Services and any advice, support or reports provided therein, QIVERO is subject to an obligation of means (best efforts) rather than an obligation of result. QIVERO does not warrant that the Services or the related advice, support or reports will achieve any specific results or outcomes.
Moreover, QIVERO does not warrant or guarantee that the Client or the auditee will obtain, maintain or renew any certification. The granting, maintenance, renewal, suspension or withdrawal of any certification falls outside QIVERO’s control and responsibility.
Article 9. Client obligations
9.1 The Client shall ensure that it timely requests and participates in all services included in the selected Programme. Failure by the Client to make use of any services, sessions, consultations, video calls or other deliverables within the applicable period, in accordance with article 2.2 of these General Terms and Conditions, shall result in such services or entitlements automatically expiring, without any entitlement to reimbursement, compensation or extension of the Programme term. Any use of such services, sessions, consultations, video calls or other deliverables after the expiry of the applicable period shall be subject to QIVERO’s prior written approval and may give rise to additional charges.
9.2 The Client shall provide the following information: (i) the necessary information in accordance with article 3.2 of these General Terms and Conditions; (ii) all information requested by QIVERO in the context of the Services and necessary for their performance, including in particular the Definition of Done as set out in article 2.2 (a) of these General Terms and Conditions, the contact details of the Client’s supplier(s) required for the performance of the Supplier Quality Hub programme by QIVERO and the site(s) to which the Quality Insight Audit relates; and (iii) information relating to any potential changes, obstacles or risks that may affect the delivery and performance of the Services. All information provided by the Client shall be accurate, complete and up to date, and shall be provided in writing within a reasonable timeframe and in accordance with the desired delivery date of the Services.
The Client acknowledges that QIVERO is under no obligation to verify the data and information provided. QIVERO shall not be liable for any delay or shortcomings in the performance of the Services to the extent such delay or shortcomings result from the Client’s failure to provide complete, correct, accurate and essential information in a timely manner.
Where the Client’s failure to provide such information or to provide access to relevant premises or systems results in the duration of a Programme being exceeded, or in the expiry of any period within which specific services, sessions, consultations, video calls or other deliverables may be requested or used, in accordance with article 2.2 of these General Terms and Conditions, the Client shall bear sole responsibility for such consequences. In such event, the Client shall have no right to any extension, refund, credit or compensation. Any provision of such services, sessions, consultations, video calls or other deliverables after the expiry of the applicable period shall be subject to QIVERO’s prior written approval and may give rise to additional charges.
9.3 The Client undertakes to use the Services and any advice, support or reports provided therein as a reasonable and prudent person, solely in accordance with the intended use and the instructions provided by QIVERO.
9.4 The Client undertakes to provide all cooperation reasonably required for the proper and timely performance of the Services. Should the Client fail to provide such cooperation, including, without limitation, by failing to grant timely access to relevant premises, systems, documents or information, by failing to respond or only partially responding to communications from QIVERO, or by failing to attend or make itself available for scheduled meetings, QIVERO shall not be liable for any resulting delay, disruption or deficiency in the performance of the Services.
9.5 If the Client is in a state of bankruptcy, liquidation, judicial reorganisation, insolvency, cessation of payment, or any other situation indicating financial difficulties or an inability to meet its contractual obligations, it shall be required to inform QIVERO of this immediately and in writing.
9.6 The Client shall examine the Services, including any advice, support, reports, audit findings, deliverables or training materials provided by QIVERO, without undue delay upon receipt. Any alleged defect, shortcoming or non-conformity in the Services that is reasonably capable of being detected shall be notified to QIVERO in writing, with sufficient detail, within fourteen (14) calendar days after the relevant Service, report or deliverable has been provided. Failing such notification within the foregoing period, the Services shall be deemed accepted and any claim relating thereto shall be inadmissible, except in the event of latent defects that could not reasonably have been detected earlier.
The Client shall notify any latent defect in the Services to QIVERO in writing, stating the reasons therefor and providing all relevant supporting information, under penalty of forfeiture, within forty-eight (48) hours after such defect was discovered or should reasonably have been discovered.
If QIVERO acknowledges the existence of a latent defect for which it is liable, taking into account the provisions and limitations of liability set out in article 11 of these General Terms and Conditions, QIVERO shall, at its sole discretion, either:
The remedies set out above shall constitute the Client’s sole and exclusive remedies in respect of any defect in the Services.
The notification of, or existence of, any latent defect shall not suspend or otherwise affect any of the Client’s obligations under the Agreement, including, without limitation, its payment obligations.
Article 10. Cancellation policy
10.1 If the Client wishes to cancel the agreed Services prior to their commencement, it shall notify QIVERO immediately without delay. In such case, the Client shall automatically and without prior notice be liable to pay the following fees:
10.2 In addition, the Client shall reimburse all costs incurred up to that point in connection with the performance of the Services, as reasonably determined by QIVERO in good faith. Such determination shall be binding on the Client unless manifest error is demonstrated. Any advances paid by the Client to QIVERO up to the date of cancellation shall be set off against such costs. To the extent that the advances exceed the costs incurred, such excess shall be retained by QIVERO, without prejudice to QIVERO’s right to claim additional compensation to the extent that the actual damage exceeds the amounts referred to above.
Article 11. Liability
11.1 QIVERO shall only be liable where gross negligence, wilful misconduct and/or fraud on its part has been proven, or where liability arises pursuant to other mandatory provisions of law, and only within the limitations set out in this article 11.
11.2 QIVERO provides its Services in the form of coaching and consultancy, including any related advice, support and reports, which are prepared solely on the basis of the information supplied by the Client. In particular, any audit reports prepared by QIVERO are likewise based on the information, documentation and explanations provided by the auditee, being the person, department, organisation or undertaking that is the subject of the audit. In addition, the Client acknowledges that an audit is inherently based on sampling techniques and is therefore limited in nature. The findings and conclusions of any audit are limited to the information, documentation, explanations, records, conditions and circumstances made available to and observable by QIVERO at the time the audit is performed. An audit does not constitute a complete or exhaustive review of the auditee’s overall operations, activities, systems, procedures or compliance status. Accordingly, QIVERO cannot guarantee that all non-conformities, shortcomings, risks or irregularities will be detected or reported.
QIVERO shall not be liable for the accuracy or completeness of the information provided by the Client, nor for the manner in which the Client interprets, relies upon, uses, or modifies the advice, support or reports delivered by QIVERO, except to the extent that QIVERO is liable pursuant to this article 11, and always subject to the limitations and exclusions of liability set out herein.
11.3 Without prejudice to any other mandatory provisions of law, QIVERO’s liability is limited to:
11.4 Without prejudice to any other mandatory provisions of law, QIVERO shall under no circumstances be liable for: (i) any damage, theft or loss arising from any fault, breach (of the Agreement) or negligence on the part of the Client; (ii) any consequential or incidental damages, including, without limitation, loss of profit, loss of business opportunities, revenue or margin, business interruption, suspension or discontinuation of production or services, delay in the performance of the services and in production, loss or corruption of data, nor for any indirect, special or consequential damages, however caused, under any theory of liability and whether or not QIVERO was informed of the possibility of such damages; (iii) any quality, food safety, compliance or product-related issues occurring within the Client’s organisation or within the organisation of any auditee, including, without limitation, contamination events, non-conformities, customer complaints, regulatory actions, (market) withdrawals, recalls, product seizures or any related costs, damages, losses or liabilities, regardless of whether such issues were identified, discussed or not identified during the performance of the Services; or (iv) any losses, damages, costs, claims or liabilities arising out of or in connection with the failure to obtain, maintain or renew any certification, in accordance with article 8.4 of these General Terms and Conditions.
11.5 The Client shall be solely and fully responsible for its existing and future infrastructure, including its operational environment and adequate system administration, as well as for the proper functioning, security and compatibility of all equipment and materials used by it.
11.6 QIVERO’s non-contractual liability is excluded insofar as the damage arises from the performance of the Agreement, with the exception of liability for damage to physical or psychological integrity, for damage caused by wilful misconduct, and for liability arising under the rules on unfair contract terms.
Article 12. Force Majeure
12.1 “Force Majeure” shall mean any sudden and unforeseeable event beyond the will and reasonable control of the Parties, which makes the performance of (part of) the Agreement impossible.
Force Majeure shall expressly include, but not be limited to, fire, natural disasters, acts of war, extreme weather conditions, terrorism, civil unrest, epidemics, pandemics, governmental measures, large-scale strikes or labour disputes, power outages, interruptions of internet, data or telecommunications networks, serious technical failures or defects affecting critical equipment or infrastructure, as well as any other circumstance beyond the reasonable control of the affected Party which materially hinders or makes the performance of this Agreement impossible.
Force Majeure shall in no event include financial difficulties, lack of liquidity or insolvency, nor any circumstances which could reasonably have been foreseen or avoided by the affected Party.
12.2 Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement if such failure or delay is caused by Force Majeure. During the period of Force Majeure, the obligations of the affected Party shall be suspended to the extent that their performance is prevented or rendered impossible by the Force Majeure. The other Party shall be entitled to suspend its obligations to the extent that they are related to or dependent upon the obligations of the affected Party which have been suspended. During such period, neither Party shall be entitled to terminate the Agreement, cancel the Services, or claim any compensation, for as long as the cause and/or consequences of the Force Majeure persist.
12.3 As soon as the Force Majeure event ceases, the performance of the Agreement shall be resumed without delay.
12.4 If QIVERO has already partially fulfilled the Agreement, or if only partial performance is still possible, QIVERO is entitled to invoice these Services separately.
12.5 If the Force Majeure situation affecting the Client exceeds a period of two (2) months, QIVERO shall be entitled to terminate the Agreement by means of written notice.
12.6 The Party invoking Force Majeure shall notify the other Party thereof in writing without undue delay and, in any event, within a reasonable period following the occurrence of the Force Majeure event. Such notice shall include a reasonable explanation and/or evidence of the Force Majeure.
Article 13. Non-solicitation clause
13.1 The Client undertakes, during the term of the Agreement and for a period of twelve (12) months after its termination, not to attempt in any way to directly or indirectly employ or engage the employees of QIVERO, whether on the basis of an employment contract, as independent contractors, or through any other form of collaboration. This obligation applies regardless of the nature or form of the employment or collaboration.
13.2 For each breach of this non-solicitation clause, the Client shall owe QIVERO, without prior court intervention and upon written notice, a fixed compensation of fifteen thousand euros (15.000,00 EUR), without prejudice to QIVERO’s right to claim additional damages if it can demonstrate that the actual damages suffered exceed the fixed amount.
Article 14. Intellectual Property
14.1 The Client acknowledges and agrees that QIVERO retains exclusive ownership of all intellectual property rights related to the Services, including but not limited to all reports, audits, and any other documents provided to the Client in connection with the Agreement.
Notwithstanding the foregoing, QIVERO grants the Client a non-exclusive, perpetual, royalty-free, worldwide, non-transferable and non-sublicensable right to use all reports, audits and other documents delivered to the Client for its internal business purposes.
14.2 The Client shall at all times remain responsible for any modifications and/or changes it makes in relation to the Services and documents received.
14.3 The Client undertakes not to transfer or make available to any third parties not affiliated with its organisation any documents or materials prepared by QIVERO, and to use such documents and materials solely for the purposes for which they were provided under this Agreement, unless with prior written consent from QIVERO.
14.4 The Client retains full ownership of all intellectual property rights in any documents, materials, data or information it provides to QIVERO in the context of the Services. The Client grants QIVERO a limited, royalty-free, non-exclusive and non-transferable right to use such materials solely for the duration of the Agreement and for the purpose of performing the Services.
14.5 The Client shall take all reasonable measures to protect the intellectual property rights of QIVERO and shall immediately notify QIVERO of any unauthorized use of the Services and the documents or materials provided therein.
14.6 In view of the nature of the documents and materials provided, any unauthorised disclosure of such materials by the Client to third parties shall give rise to a presumption that such disclosure was carried out for profit. In the event the Client fails to comply with the obligations set out in this article 14 and nevertheless discloses or makes the documents and materials available to third parties, the Client shall owe QIVERO for each breach, without prior court intervention and upon written notice, a fixed compensation of five thousand euros (5.000,00 EUR), without prejudice to QIVERO’s right to claim additional damages if it can demonstrate that the actual damages suffered exceed the fixed amount.
Article 15. Confidentiality
15.1 “Confidential Information” shall mean all information, in whatever form (including oral, written, graphic, electronic or any other form), including, without limitation, financial, technical, business, commercial, legal or other data, which is disclosed by one Party to the other Party in the context of the Agreement or which otherwise comes to the attention of the Client in connection with this Agreement, and which is expressly designated as confidential, marked as proprietary to the disclosing Party, or which can reasonably be considered to be of a confidential nature.
15.2 The Client undertakes to keep strictly confidential all Confidential Information received from QIVERO in the context of the Agreement. The Confidential Information shall be used solely for purposes directly related to the performance of the Agreement. The Client shall take all reasonable measures necessary to adequately protect the Confidential Information and to ensure its confidentiality.
15.3 The Client shall not disclose, publish, communicate or transfer any Confidential Information to third parties, except in the following cases:
In each of these cases, QIVERO shall be informed in advance of the intended disclosure, to enable her to take all legally permitted measures to prevent any disclosure beyond what is strictly necessary.
15.4 The confidentiality obligations set out in this article 15 shall remain in force for a period of three (3) years following the termination of the Agreement between the Parties, regardless of the reason for such termination.
The obligation of confidentiality with respect to any trade secret (business secret) shall, however, remain in force for an unlimited period of time, until such trade secret enters the public domain without any fault or negligence on the part of the Client or of any person acting on its behalf or for its account.
15.5 Information shall not be deemed Confidential Information to the extent that one of the Parties can demonstrate by written evidence that:
15.6 For each breach of this article 15, the Client shall owe QIVERO, without prior court intervention and upon written notice, a fixed compensation of ten thousand euros (10,000.00 EUR), without prejudice to QIVERO’s right to claim additional damages if it can demonstrate that the actual damages suffered exceed the fixed amount.
Article 16. Processing of personal data
16.1 With regard to the processing of personal data for the purpose of the performance of the Agreement by QIVERO, QIVERO shall act as the data controller within the meaning of the European General Data Protection Regulation (GDPR) No. 2016/679 of 27 April 2016 and the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, as amended or replaced from time to time.
16.2 Personal data will only be processed in accordance with the privacy statement, which can be consulted at https://qivero.eu/privacy-policy/.
16.3 For any other requests or questions regarding the processing of the Client’s personal data, the Client may contact QIVERO using the contact details set out in article 1 of these General Terms and Conditions.
Article 17. Complaints Procedure
17.1 In case of complaints, QIVERO encourages the Client to first contact her using the contact details set out in article 1 of these General Terms and Conditions.
17.2 If complaints relate to invoices, please always include the invoice number.
Article 18. Applicable law and competent court
18.1 The Agreement is exclusively governed by Belgian law.
18.2 In the event of any dispute between the Parties regarding the validity, interpretation, performance or termination of the Agreement, the Parties shall first attempt to resolve the dispute amicably through negotiations before initiating any legal proceedings.
18.3 If an amicable resolution cannot be reached, the dispute shall be submitted to the competent courts of the jurisdiction in which QIVERO has its registered office, unless QIVERO elects to submit the dispute to the competent courts of the jurisdiction in which the Client has its registered office, or to any other court having jurisdiction.
Article 19. Final provisions
19.1 The provisions of the entire Agreement between the Parties are severable, and if one or more of these provisions are declared invalid, this shall not affect the validity of the remaining provisions.
19.2 If a provision of the Agreement is deemed excessively broad or void, it shall nevertheless remain enforceable to the maximum extent permitted by law. If a provision of the Agreement is considered completely invalid, it shall be replaced by a provision that approximates as closely as possible the economic effect and intent of the invalidated provision.
19.3 The Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and all provisions contained therein reflect the Parties’ intentions. The Agreement supersedes and replaces all prior agreements, arrangements, communications, offers, proposals or correspondence, whether oral or written, exchanged or concluded between the Parties in relation to the same subject matter.
19.4 The Client agrees that QIVERO may transfer the agreement in whole or in part to an affiliated company (article 1:20 of the Belgian Code of Companies and Associations) or in the context of a merger, demerger, acquisition or sale of its business or assets, without the Client’s consent. This transfer does not affect the rights and obligations of the Client and does not entitle the Client to terminate, suspend or claim other remedies. The Client waives any objections to such transfer.
The Client shall not assign, transfer, encumber, or otherwise dispose of any of its rights and obligations under the Agreement without the prior written consent of QIVERO.
19.5 The fact that a Party, at any given time, does not insist on the performance of any right or obligation arising from the Agreement shall not be construed as a waiver by that Party of its right to rely at a later stage on the same or any other provision of the Agreement, in particular in the event of a similar breach.
19.6 The rights and obligations arising from this Agreement are without prejudice to any other rights and obligations that either Party may have towards the other Party under applicable law or any other agreement.
19.7 Each Party agrees that it shall have no remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in the Agreement.
19.8 Communications sent by registered letter shall be deemed to have been received on the third Business Day following the date of dispatch. Communications sent by email shall be deemed to have been received on the date of dispatch, provided that the email is sent during QIVERO’s business hours, being Monday to Friday (excluding public holidays) and in any event prior to 5:00 p.m. If an email is sent outside such business hours, it shall be deemed to have been received on the next Business Day.
19.9 QIVERO reserves the right to amend these General Terms and Conditions. Upon each amendment, QIVERO shall notify the Client of the revised General Terms and Conditions by email, whereby the Client shall have the opportunity to expressly accept them.
If the Client does not respond to such email within fourteen (14) calendar days from the date it is sent, the Client shall be deemed to have tacitly accepted the amended General Terms and Conditions. In the event the Agreement is concluded for an ongoing assignment and the Client rejects the amendments, QIVERO may, acting reasonably and in good faith, either maintain the Agreement under the original General Terms and Conditions or terminate it subject to a notice period of three (3) months, that shall commence as from the date QIVERO receives the written rejection, during which the original General Terms and Conditions shall remain applicable. In the event the Agreement is concluded for a one‑off assignment and the Client rejects the amendments, QIVERO may, acting reasonably and in good faith, maintain the Agreement under the original General Terms and Conditions.
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TERMS AND CONDITIONS – QIVERO® REFERRAL PROGRAMME
Article 1. Applicability
1.1 These terms and conditions apply to the contractual relationship between Vlitix BV, with registered office at 2350 Vosselaar, Berkenmei 65 and company number BE 0638.951.272, which provides its services under the trade name “QIVERO” (hereinafter referred to as “QIVERO“) and the participant that refers to a natural or legal person who pursues an economic objective on a sustainable basis, and, in that capacity, joins the QIVERO® Referral Programme (hereinafter referred to as the “Referring Client”). QIVERO and the Referring Client are each individually referred to as a “Party” and collectively as the “Parties”.
1.2 These terms and conditions relating to the QIVERO® Referral Programme (hereinafter referred to as the “Referral Terms and Conditions”) are subject to the General Terms and Conditions. The General Terms and Conditions shall apply only to the extent that they are relevant to, and compatible with, the nature and purpose of the QIVERO® Referral Programme. and do not conflict with these Referral Terms and Conditions. In the event of any conflict, inconsistency or incompatibility between the General Terms and Conditions and the Referral Terms and Conditions, the Referral Terms and Conditions shall prevail, unless expressly stated otherwise.
1.3 The term “Referral Agreement” refers to the contractual relationship between QIVERO and the Referring Client in relation to the QIVERO® Referral Programme, as defined in article 2.1 of the Referral Terms and Conditions, consisting of (i) the General Terms and Conditions; (ii) the Referral Terms and Conditions; (iii) the referral document and (iv) any specific terms and conditions agreed upon by the Parties.
1.4 These terms and conditions can always be accessed at [link naar de voorwaarden op de website toevoegen].
1.5 If the Referring Client is already bound by a separate agreement or specific terms with QIVERO (the “Existing Agreement”), these Referral Terms and Conditions shall apply in addition to such Existing Agreement. In the event of any conflict, inconsistency, or deviation between these Referral Terms and Conditions and the Existing Agreement, the Existing Agreement shall prevail.
Article 2. Definitions
2.1 The term “QIVERO® Referral Programme” refers to QIVERO’s standard referral programme, as periodically updated, in accordance with which Clients may earn rewards by identifying and referring prospective clients to QIVERO through the designated procedures and systems.
2.2 The term “Client Referral(s)” refers to the act whereby the Referring Client, through the QIVERO® Referral Programme, facilitates an introduction between QIVERO and a Referee. For clarity, a Client Referral does not occur if the Referee and QIVERO have had any prior working relationship before the referral.
2.3 The term “Referral Fee(s)” refers to an amount equal to ten percent (10%) of the Transactional Value conducted with the Referee, payable by QIVERO to the Referring Client as part of the Client Referral, such amount being exclusive of VAT.
2.4 The term “Referee” refers to a natural or legal person who pursues an economic objective on a sustainable basis, and that is introduced to QIVERO by the Referring Client through the QIVERO® Referral Programme and that is not, at the time of the introduction, an existing of QIVERO.
2.5 The term “Transactional Value” refers to the total amount invoiced by QIVERO in relation to the first project / cooperation between QIVERO and the Referee, being the aggregate amount of all invoices issued in connection therewith, excluding any (additional) costs and expenses.
Article 3. Duration of the Agreement
3.1 The Referral Agreement shall commence on the date on which the Referring Client accepts it. The Referral Agreement is concluded for an indefinite duration and may be terminated by either Party by means of written notice subject to a notice period of thirty (30) calendar days, such notice period commencing on the first business day following the written notification.
3.2 Termination of the Referral Agreement shall not affect the Referring Client’s right to Referral Fees in respect of Client Referrals, in accordance with article 5 of these Referral Terms and Conditions, validly made during the term of the Referral Agreement. However, in the event that the Referral Agreement is terminated based on any of the grounds set out in article 7.2 of the General Terms and Conditions in respect of the Referring Client, all rights of the Referring Client in relation to Client Referrals and any Referral Fees shall automatically and immediately lapse and irrevocably expire.
Article 4. Rights of QIVERO
4.1 QIVERO shall be entitled, at its sole discretion and on reasonable grounds, to reject any Referee referred by the Referring Client, in particular (without limitation) where the Referring Client is an employee of, or is otherwise affiliated with or forms part of, the Referee in any capacity. In the latter case, QIVERO shall further be entitled, without prior court intervention and upon prior written notice, to terminate the Agreement with immediate effect and/or to suspend its obligations in whole or in part with immediate effect.
4.2 QIVERO shall be entitled to receive Client Referrals from multiple referring clients. The Referring Client shall have no right to exclusivity in this respect.
Article 5. Referral Fee(s)
General
5.1 A Client Referral shall only be considered valid if it is submitted in accordance with the conditions as set out in this article 5.
Procedure
5.2 All Client Referrals must be submitted exclusively through the official QIVERO® Referral Programme portal provided by QIVERO. Through this portal, the Referring Client shall provide its own contact and identification details, as well as the contact and identification details of the Referee.
Exclusions
5.3 The Referring Client shall not be entitled to any Referral Fee concerning any Client Referral that:
Entitlement and vouchers
5.4 A Referring Client shall be entitled to receive a Referral Fee if, under the terms and during the validity of the Referral Agreement, she makes a Client Referral, provided that the entitlement to the Referral Fee shall be conditional upon (i) the effective conclusion of an agreement between the Referee and QIVERO, in accordance with article 1.4 of the General Terms and Conditions, and (ii) the full payment by the Referee, as a client of QIVERO, of the Transactional Value.
In case the Referee is signing up for multiple agreements of QIVERO, the Referral Fee shall be calculated on the basis of the agreement with the lowest Transactional Value.
5.5 Referral Fees shall be made available as vouchers reflecting the credits earned by the Client Referral. Activation of these vouchers will only occur once the Transactional Value has been fully paid by the Referee.
5.6 Vouchers may only be redeemed by the Referring Client in connection with a subsequent agreement or subscription to the Services and may not be used to cover any additional costs or expenses (including travel expenses), in accordance with article 4.3 of the General Terms and Conditions, or any existing agreements between the Parties. Vouchers shall expire twelve (12) months from the date of activation, in accordance with article 5.5 of these Referral Terms and Conditions, and shall automatically expire if the Referring Client no longer maintains an active agreement or subscription with QIVERO. Upon expiry, the Referring Client shall no longer be entitled to use the vouchers.Consequently, the vouchers shall automatically and irrevocably expire and shall not become available again, even if the Referring Client subsequently enters into a new agreement or subscription with QIVERO.
5.7 QIVERO reserves the right to offset any amounts owed by the Referring Client to QIVERO against any Referral Fees that have become due.
Complaints
5.8 Complaints regarding the vouchers must be motivated and submitted by the Referring Client to QIVERO within eight (8) calendar days from the date on which the vouchers are delivered to the Referring Client. This must be done by registered letter or by any other legally permitted means of proof. In the absence of a complaint within this period, the voucher shall be considered accepted.
Article 6. Contractual relationship
6.1 The contractual relationship between the Parties shall not qualify as a commercial agency agreement within the meaning of Book X of the Belgian Code of Economic Law. Accordingly, the Referring Client is not authorised to bind QIVERO or to enter into agreements on behalf of or for the account of QIVERO. The Referring Client shall refrain from any act or statement that could create the impression that it has such authority.
6.2 The Referring Client shall not make any representations, warranties or other statements, on its own behalf, concerning QIVERO’s services.
6.3 In the event of a breach of this article 6 by the Referring Client, the Referring Client shall automatically and immediately lose all its rights to Referral Fees in respect of any Client Referrals, whether existing or future. QIVERO shall further be entitled, without prior court intervention and upon prior written notice, to terminate the Agreement with immediate effect. Without prejudice to the foregoing, QIVERO shall, in such case, retain the right to claim additional damages to the extent that such damages result from the Referring Client’s breach of its obligations under this Referral Agreement and can be duly demonstrated. The Referring Client shall indemnify and hold harmless QIVERO against any and all losses, damages, costs and claims (including those brought by third parties) arising out of or in connection with such breach.
Article 7. Obligations of the Referring Client
7.1 The Referring Client shall:
Article 8. Processing of personal data
8.1 The Referring Client undertakes to at all times comply with the conditions and requirements set out under the European General Data Protection Regulation (GDPR) No. 2016/679 of 27 April 2016 and the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, as amended or replaced from time to time, when obtaining and transmitting the Referee’s personal data to QIVERO in the context of the QIVERO® Referral Programme.
