GENERAL TERMS AND CONDITIONS OF SALE
inoïa sc is a cooperative company under Belgian law with its registered office located at 49 Ernest Solvay Street, 6210 Les Bons Villers, registered with the BCE under number 1007028462.
These general conditions frame a collaborative relationship between partners. They aim to establish a clear, balanced, and pragmatic framework based on transparency, shared responsibility, and the search for concrete solutions rather than conflicts.
1. Mutual Commitment
The success of the project relies on the active commitment of both parties.
We commit to:
being transparent,
alerting in case of risk,
proposing pragmatic solutions.
The client commits to:
being available and actively collaborating in accordance with the objectives and guidelines provided by inoïa sc at the beginning of the project,
maintaining alignment on the objectives,
Deadlines and results directly depend on this collaboration.
In case of major misalignment (unrealistic expectations, lack of collaboration, repeated blockages), we reserve the right to adapt our intervention or activate our dispute resolution procedure (see below).
2. Nature of Services
All of our services are provided on a best efforts basis.
We implement the necessary skills, care, and reasonable means, without guaranteeing a specific result, particularly due to:
of the complexity of the projects,
of the quality and structure of the data,
of the evolving nature of the software we deploy.
3. Scope and changes
The offers and quotes describe the scope known at the time of their writing.
Any additional needs or changes will be subject to an agreement (new quote or adjustment).
4. Rates and indexing
The rates applied in the purchase orders currently being executed may be adjusted once a year based on the price index in Belgium (the “Services” index published by Statbel).
The indexing will be calculated according to the following formula:
Indexed price = Base price × (new index / base index)
Any adjustment will be communicated the month prior (at the time of billing).
5. Billing and payment
Services billed on a time and materials basis are invoiced on the last day of the month.
Invoices are payable in full unless otherwise stated.
In case of late payment, we reserve the right to:
suspend services after notification,
charge reasonable interest and fees.
6. Deadlines
The deadlines for completion are always indicative.
They may evolve based on:
the complexity,
the unforeseen events,
the client's responsiveness.
The planning and assignment of our interventions are carried out after receiving the signed quote and the requested deposit (if applicable).
7. Third-party tools and software
We integrate existing software.
We are not responsible for:
the defects or bugs of these tools,
their updates,
their future availability or compatibility.
Licenses are subject to the terms of their publishers.
8. Data
The client remains responsible for their data.
We assist in their management without guaranteeing their accuracy, completeness, or compliance.
9. Liability
Our liability is limited to the total amount billed in the last 12 months.
We are not responsible for indirect damages, including:
loss of revenue,
loss of data,
loss of business.
10. Confidentiality
Each party agrees to treat the exchanged information confidentially.
11. Termination of collaboration
Each party may terminate the collaboration without having to justify a reason, subject to a three-month notice period.
The notice period begins on the date of receipt of the written notification (email with acknowledgment of receipt or registered mail) and runs continuously until its end.
During this period:
inoïa sc commits to continue the normal execution of the contract and to provide the agreed services,
The client remains obligated to pay for the services rendered.
12. Applicable law
These terms are governed by Belgian law.
18. What happens in case of disagreement ?
During a collaboration, misunderstandings or disagreements may arise. We consider them normal and commit to addressing them in a constructive, transparent, and respectful manner.
Before any legal action, we commit to following the steps below in order to seek an amicable solution. Any action taken without attempting these preliminary steps will be considered inadmissible.
13.1. Direct exchange
If either party encounters a difficulty in the collaboration, they will inform the other as soon as possible (by email, phone, or during a meeting).
A discussion will be organized within a maximum of 15 days to clarify the situation, share viewpoints, and seek a solution.
13.2. Mediation
If no agreement is reached, we will call upon an independent mediator chosen by mutual agreement.
We commit to participating in a minimum of three mediation sessions, unless a solution is found earlier.
13.3. Collaborative law
If mediation does not succeed, each party may be accompanied by a lawyer trained in collaborative law to continue seeking an amicable solution within this framework.
13.4. Arbitration
As a last resort, if no agreement can be reached, the dispute will be submitted to arbitration.
The arbitrator will be appointed in accordance with the rules of CEPANI, which the parties accept.
The arbitration decision will be binding and will replace any recourse to state courts, except for its enforcement.
General terms and conditions of sale – Version 1.2 - Effective date: April 29, 2026