Terms of Service
Effective Date: 2024-08-25
1. Introduction
These Terms of Service ("Terms") govern the provision of IT consulting services ("Services") by Promethian IT Consulting BV ("Consultant") to the Client ("Client"). By engaging the Consultant's Services, the Client agrees to comply with and be bound by these Terms.
2. Services
2.1 Scope of Work
The Consultant agrees to provide IT consulting services as specified in the agreed-upon scope of work, proposal, or project plan. Any modifications or additional services requested by the Client may require a separate agreement and additional fees.
2.2 Deliverables
The Consultant will provide all deliverables as outlined in the scope of work in a professional and timely manner. The Client will have the opportunity to review and request revisions as agreed upon.
3. Payment Terms
3.1 Fees
The Client agrees to pay the Consultant the fees as specified in the invoice issued by the Consultant. Fees are based on the services rendered and any applicable taxes or additional costs.
3.2 Payment Deadline
Payment is due within 14 calendar days from the date of the invoice ("Due Date"). All payments shall be made in EURO and can be made via bank wire transfer.
3.3 Late Payment and Interest
If the Client fails to make payment by the Due Date, the Consultant reserves the right to issue a formal written warning. If payment is not received within 7 calendar days of the formal warning, the Consultant may charge interest on the overdue amount at a rate of 7.5% per month (or part thereof) until the balance is paid in full.
3.4 Suspension of Services
In the event of non-payment, the Consultant reserves the right to suspend all ongoing services until the outstanding balance is settled.
4. Client Responsibilities
4.1 Cooperation
The Client agrees to provide all necessary information, access, and cooperation required for the Consultant to perform the Services. Failure to do so may result in delays for which the Consultant is not responsible.
4.2 Approvals
The Client will review and approve all deliverables in a timely manner. Any delays in approval may affect the delivery schedule and may incur additional costs.
5. Confidentiality
5.1 Confidential Information
Both parties agree to treat all information exchanged during the course of the project as confidential and not to disclose it to third parties without prior written consent, except as required by law.
5.2 Data Protection
The Consultant will take all reasonable measures to protect any personal or sensitive data provided by the Client in accordance with applicable data protection laws.
6. Termination
6.1 Termination for Convenience
Either party may terminate the agreement by providing 30 calendar days' written notice to the other party. The Client will be responsible for paying for all Services rendered up to the date of termination.
6.2 Termination for Cause
The Consultant may terminate the agreement immediately if the Client fails to make payment, breaches any material term of this agreement, or engages in unlawful activity.
7. Limitation of Liability
7.1 Exclusion of Warranties
The Consultant provides the Services "as is" and without any warranty or guarantee. The Consultant disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose and non-infringement.
7.2 Limitation on Damages
The Consultant's total liability to the Client for any claim arising out of or relating to this agreement shall not exceed the amount of fees paid by the Client for the Services.
8. Miscellaneous
8.1 Governing Law
This agreement shall be governed by and construed in accordance with the laws of Belgium>.
8.2 Dispute Resolution
Any disputes arising out of or in connection with this agreement shall be resolved through negotiation. If the dispute cannot be resolved, it may be submitted to mediation or arbitration as agreed by both parties.
8.3 Entire Agreement
These Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations, whether written or oral.
8.4 Amendments
Any amendments or modifications to this agreement must be made in writing and signed by both parties.
8.5 Severability
If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.6 Notices
All notices required or permitted under this agreement shall be in writing and delivered to the addresses provided by the parties.