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GENERAL TERMS AND CONDITIONS

These General Terms and Conditions apply as from 1 January 2026 and replace all previous versions.

GENERAL TERMS AND CONDITIONS :

For the purposes of these General Terms and Conditions, the Client is any natural or legal person who places an order with or assigns a mandate to ANIMA, established at 2800 Mechelen, Kardinaal Mercierplein 2, registered with the Crossroads Bank for Enterprises under number 0696.648.852, hereinafter referred to as the Contractor.

Art. 1 : Applicability :

1.1 These General Terms and Conditions apply to all offers, quotations, orders, assignments, agreements, and invoices issued by the Contractor. The Client is deemed to have full knowledge of and to unconditionally accept these General Terms and Conditions by the mere fact of placing an order or assignment, accepting the Services, and or receiving an invoice, irrespective of any terms and conditions stated on documents issued by the Client.

Unless expressly agreed otherwise in writing and signed by both parties, only these General Terms and Conditions shall govern the contractual relationship between the Client and the Contractor.

1.2. Any express and written deviation from these General Terms and Conditions or from any provision thereof shall apply exclusively to the specific offer, order, or agreement for which such deviation was agreed. Such deviation shall not affect the applicability of these General Terms and Conditions to any other offer, order, or agreement between the parties, whether existing or future.

1.3. Any Client who has entered into a contractual relationship with the Contractor under these General Terms and Conditions is deemed to accept their application to all subsequent contractual relationships, without the need for renewed acceptance. Neither the Client nor any legal successor or assignee may invoke the non-applicability, non-enforceability, or lack of acceptance of these General Terms and Conditions.

Art. 2 : Formation of the agreement - offer :

2.1. Any offer or quotation issued by the Contractor is valid for the period expressly stated therein. If no validity period is specified, the offer shall remain valid for a period of ten calendar days from the date of issuance. After expiry of this period, the Contractor reserves the right to modify or withdraw the offer without prior notice.

2.2. All offers and quotations of the Contractor are based exclusively on the information provided by the Client at the time of the request. The Client undertakes to provide all information that is reasonably necessary for the proper performance of the Services. The Client bears sole responsibility for the completeness, accuracy, and correctness of the information provided. The Contractor is under no obligation to verify the accuracy or completeness of such information.

2.3. The agreement between the Client and the Contractor shall be deemed to be concluded and to enter into force upon the occurrence of any of the following events, whichever occurs first:

  • signature of a separate written agreement by both parties;
  • signature or written acceptance of the offer by the Client;
  • written confirmation of the order by the Contractor;
  • commencement of performance of the Services by the Contractor;
  • payment by the Client of any agreed advance or first invoice.

2.4. All prices stated in offers, agreements, invoices, or other documents are exclusive of value added tax (VAT) and any other taxes, duties, or charges, unless expressly stated otherwise in writing.

2.5. Any natural person or legal entity who places an order in its own name or on behalf of a third party, as principal or agent, as well as any person who pays all or part of an invoice, shall be deemed to act with full authority and shall be jointly and severally liable for the obligations arising from the agreement, in accordance with Articles 1120 et seq. of the Belgian Civil Code. Any subsequent communication of invoicing details of a third party shall not release the original ordering party from its payment obligations.

Art. 3 : Delivery and execution time :

3.1. Unless expressly agreed otherwise in writing, the agreement is entered into for a clearly defined assignment. Agreements involving successive or recurring performances are deemed to be concluded for an indefinite duration.

3.2. Any execution or delivery periods communicated by the Contractor are purely indicative and do not constitute binding deadlines. Unless expressly agreed otherwise in writing, indicative execution periods are expressed in working days. Working days exclude Saturdays, Sundays, legal holidays, annual holidays, compensatory rest days, as well as any days on which the execution of the Services is rendered impossible or materially hindered for at least four hours due to circumstances beyond the Contractor’s reasonable control.

Where no execution or delivery period has been agreed, such period shall be determined by the Contractor in a reasonable manner, taking into account the nature and scope of the assignment.

3.3. In the event of an abnormal delay attributable exclusively to the Contractor, the Client may terminate the agreement without judicial intervention by registered letter, provided that the Contractor has failed to perform its obligations within a period of fifteen calendar days following receipt of a formal notice of default sent by registered letter. 

In such case, the Client expressly and irrevocably waives any other remedy, including but not limited to the right to claim any form of damages or compensation, or to have the Services performed by a third party at the expense of the Contractor. To the extent permitted by applicable law, the rules relating to forced execution in kind and replacement at the debtor’s expense under Book 5 of the Belgian Civil Code shall not apply to the agreement.

3.4. If, during the execution of the agreement, the Client fails to comply with any payment obligation towards the Contractor, the Contractor shall be entitled, without prior judicial intervention and without any liability, to suspend the performance of all or part of its obligations until full payment has been received.

3.5. Any agreed or indicative execution period shall be automatically extended, without any right to compensation for the Client, in the event of:

  • delay, absence, or incompleteness of information, data, materials, or decisions to be provided by the Client;
  • changes or additional requirements requested by the Client and accepted by the Contractor;
  • any other circumstance beyond the Contractor’s reasonable control that impacts the execution of the Services.

Art. 4 : Price, invoicing and payment :

4.1. Unless expressly agreed otherwise in writing, the Services are invoiced on a time-and-expense basis at a rate of EUR 225 per hour.

Where a fixed price is agreed, such price constitutes a relative lump sum based on the scope as defined at the time of agreement. Any additional work, change in scope, or supplementary assignment not expressly included in the fixed price shall be considered additional work and shall be invoiced on a time-and-expense basis at the applicable hourly rate, unless expressly agreed otherwise in writing. 

4.2 No rights may be derived from obvious clerical, calculation, or typographical errors in offers, quotations, price lists, invoices, or other communications issued by the Contractor.

4.3. The Contractor reserves the right to request advance payments and to invoice Services on an interim basis. In the absence of timely payment of an advance payment or interim invoice, the Contractor may suspend the performance of all or part of the Services without prior notice of default and without any right to compensation for the Client.

4.4. All invoices are payable in full, without discount, within thirty (30) calendar days from the invoice date, unless expressly agreed otherwise in writing.

4.5. Any objection to an invoice must be notified to the Contractor in writing by registered letter within eight (8) calendar days from the invoice date, stating the reasons for the objection in a substantiated manner. Failing such notification, the invoice shall be deemed definitively accepted.

4.6. In the event of non-payment on the due date, interest on arrears shall be payable by operation of law and without prior notice of default at a rate of 10% per annum. In addition, a lump-sum compensation equal to 10% of the unpaid invoice amount, with a minimum of EUR 150, shall be due by operation of law and without prior notice of default, without prejudice to the Contractor’s right to claim higher proven damages.

4.7. Any failure by the Client to comply with its payment obligations, for whatever reason, entitles the Contractor to suspend all ongoing and future Services at the Client’s risk. Following suspension, the Contractor shall determine, at its sole discretion, when performance may be resumed, in accordance with its planning and availability, without any liability for delay. 

If the Contractor suffers damage as a result of such suspension, the Client shall indemnify the Contractor in full. The Contractor may, where appropriate, terminate the agreement with immediate effect. In such case, the Contractor shall be entitled to payment for all Services already performed, increased by a fixed compensation equal to 25% of the fees that would have been due for the remaining Services, without prejudice to the right to claim higher proven damages.

4.8. Non-payment on the due date shall constitute a material contractual breach entitling the Contractor to terminate the agreement in accordance with applicable law.

4.9. In the event of non-payment of a single invoice on its due date, all outstanding and future invoices shall become immediately due and payable by operation of law and without prior notice of default.

4.10. The Client’s obligation to pay invoices on time and in full is unconditional. The Client may not suspend or withhold payment on the basis of a dispute, claim, or counterclaim relating to the Services.

Art. 5 : Additional works:

5.1. Any additional work, change, or modification to the agreed scope of Services shall give rise to additional invoicing on a time-and-expense basis at the applicable hourly rates, unless expressly agreed otherwise in writing between the parties. 

The execution by the Contractor of such additional work, change, or modification shall constitute sufficient proof of the Client’s request and acceptance thereof. To the extent permitted by applicable law, the Client expressly waives the application of Article 5.74 of the Belgian Civil Code.

5.2. Any additional work, change, or modification shall automatically result in an extension of the agreed or indicative execution period, in proportion to its scope and nature, and taking into account the Contractor’s planning and availability. Such extension shall not give rise to any right to compensation for the Client.

5.3. The Contractor shall only be obliged to execute additional work, changes, or modifications following an explicit written request or confirmation by the Client. Written confirmation may take the form of an email, acceptance of an updated offer, approval of an interim invoice, or any other written instruction evidencing the Client’s intent.

Art. 6 : Implementation modalities :

6.1. The Contractor shall perform the agreement with due care, professional competence, and in accordance with generally accepted professional standards. The parties expressly agree that the Contractor’s obligations under the agreement constitute a best-efforts obligation and not an obligation to achieve a specific result.

6.2. Where necessary or appropriate for the proper performance of the agreement, the Contractor is entitled to engage subcontractors or third parties of its choosing. The Contractor remains the sole contractual counterparty of the Client and retains overall responsibility for the coordination of the Services.

6.3. All information, analyses, opinions, or advice provided by the Contractor are of an advisory nature only and are provided without any guarantee. The Client acknowledges that no rights or claims may be derived from such information or advice and that the Client remains solely responsible for any decisions, actions, or implementations based thereon.

6.4. Where the agreement provides for phased execution, the Contractor may suspend the performance of any subsequent phase until the Client has provided written approval of the results of the preceding phase and has fully paid any due and payable advance or interim invoices relating thereto.

Art. 7 : Defects - liability :

7.1. Any visible defects relating to the delivered Services must be notified to the Contractor in writing, in a detailed and substantiated manner, without delay and at the latest within eight (8) calendar days following delivery. Complaints relating to visible defects submitted after this period shall be inadmissible.

Any hidden defects must be notified to the Contractor in writing, in a detailed and substantiated manner, immediately after their discovery and at the latest within eight (8) calendar days following such discovery. In any event, the Contractor’s liability for hidden defects is limited to defects that manifest themselves within one (1) month following delivery of the Services. Complaints that do not comply with both deadlines shall be inadmissible.

7.2. The Contractor shall not be liable for any damage, loss, or defect resulting from incorrect, incomplete, untimely, or misleading information, data, or instructions provided by or on behalf of the Client.

7.3. If a complaint relating to a visible or hidden defect is declared well-founded, the Client’s sole and exclusive remedy shall be the correction or re-performance of the non-conforming Services, insofar as reasonably possible. To the extent permitted by applicable law, any other remedy is expressly excluded, including but not limited to replacement by a third party, price reduction, refund, termination, or any form of compensation.

7.4. If the Contractor is held liable notwithstanding the foregoing, such liability shall be strictly limited to the direct damage suffered by the Client and shall in any event be limited to the fees invoiced or to be invoiced by the Contractor for the specific part of the Services giving rise to the liability. 

In all cases, the Contractor’s total liability shall be limited to the amount effectively covered by the Contractor’s professional liability insurance for the relevant claim. Information regarding such coverage may be requested from the Contractor.

7.5. The Contractor shall under no circumstances be liable for any indirect or consequential damage, including but not limited to loss of profit, loss of revenue, loss of opportunity, loss of savings, reputational damage, loss of goodwill, or business interruption.

Art. 8 : Pledge on claims as security for payment :

8.1. As security for the full and timely payment of all present and future amounts owed to the Contractor under the agreement, including principal sums, interest, damages, penalties, and costs of recovery and execution, the Client grants the Contractor a pledge over all of the Client’s existing and future movable assets, both tangible and intangible, within the meaning of Belgian law. 

This pledge entitles the Contractor, in the event of default by the Client, to be paid by preference over unsecured creditors from the proceeds of the realisation of the pledged movable assets. The pledge further extends to all assets replacing the pledged assets, as well as to all proceeds, claims, and fruits arising therefrom. 

The pledge secures all claims of the Contractor arising from the agreement, whether existing or future, up to the maximum amount of the secured principal, increased by all accessories, including interest, contractual penalties, and enforcement costs. 

By entering into the agreement, the Client expressly authorises the Contractor to register the pledge in the National Pledge Register in accordance with applicable Belgian law.

Art. 9 : Duration and termination of the agreement :

9.1. Unless expressly agreed otherwise in writing, the agreement is entered into for an initial duration of three (3) months. Upon expiry of this initial term, the agreement shall be automatically and tacitly renewed for successive periods of the same duration, unless one of the parties notifies the other in writing of its intention not to renew at least one (1) month prior to the expiry of the then-current term.

Where the agreement is concluded for an indefinite duration, either party may terminate the agreement at any time by written notice, subject to a notice period of three (3) months.

9.2. The agreement shall terminate by operation of law and without prior notice of default or judicial intervention in the event the Client is declared bankrupt, enters into liquidation or dissolution, or otherwise ceases its activities.

If the Client’s creditworthiness, financial position, or payment behaviour reasonably gives rise to concern, the Contractor shall be entitled, at any time and even after partial performance of the Services, to require adequate guarantees for the proper performance of the Client’s obligations. If the Client fails to provide such guarantees within fifteen (15) calendar days following the Contractor’s written request, the Contractor may terminate the agreement by operation of law, without prior notice of default or judicial intervention, at the Client’s expense.

9.3. In the event of a material contractual breach by one of the parties, the non-breaching party may terminate the agreement by operation of law and without prior judicial intervention, provided that it has served a formal notice of default by registered letter granting the breaching party a period of fifteen (15) calendar days to remedy the breach, and such breach has not been remedied within that period. Termination pursuant to this article is without prejudice to the right of the non-breaching party to claim damages in accordance with the agreement and applicable law.

Art. 10 : Force majeure :

10.1. The Contractor shall not be liable and shall be released by operation of law from the performance of all or part of its obligations, without any obligation to pay compensation, in the event of force majeure. 

For the purposes of the agreement, force majeure means any event or circumstance beyond the reasonable control of the Contractor that prevents or materially hinders, temporarily or permanently, the performance of the agreement, even if such event or circumstance was foreseeable at the time the agreement was concluded. Such events include, but are not limited to, fire, explosion, strikes or labour disputes, lock-outs, war, terrorism, civil unrest, epidemics or pandemics, natural disasters, government measures, power or telecommunications failures, cyber incidents, failure of third-party platforms or service providers, and unavailability or illness of key personnel.

10.2. The occurrence of force majeure releases the Contractor from its obligations for the duration of the force majeure event. The Contractor shall not be required to demonstrate the unforeseeable or unavoidable nature of the force majeure event.

10.3. The Contractor shall use reasonable efforts to mitigate the consequences of the force majeure situation for the Client. If, at the time the force majeure event occurs, the Contractor has already partially performed the agreement or is only able to perform part of its obligations, the Contractor shall be entitled to invoice the Services already performed or partially performed in accordance with the agreed pricing terms.

Art. 11 : Allowances and waivers :

Any tolerance, concession, or forbearance granted by the Contractor, whether temporary or repeated, shall not constitute a novation of the agreement, nor shall it be construed as a waiver of any right, remedy, or provision under the agreement, nor as creating any right in favour of the Client. 

Any deviation from or non-enforcement of one or more provisions of the agreement shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

Art. 12 : Divisibility and nullity :

If any provision of this agreement is held to be null, invalid, or unenforceable in whole or in part, such nullity or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect. 

Where applicable, the parties undertake to replace the null, invalid, or unenforceable provision with a valid and enforceable provision that reflects as closely as possible the original intent and economic purpose of the provision so replaced.

Art. 13 : Applicable law - jurisdiction clause :

13.1. This agreement, as well as all agreements arising from or related thereto, shall be governed exclusively by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) is expressly excluded.

13.2. Any dispute arising out of or in connection with this agreement, as well as any dispute relating to the formation, performance, interpretation, or termination thereof, shall fall within the exclusive jurisdiction of the competent courts of Belgium and, more specifically, of the courts of the judicial district of Antwerp, Mechelen division.