Company details

Eliama & Otileo BV (trading as "Eliama Agency"), registered office at Zavelstraat 84, 3010 Kessel-Lo, Belgium, company number (KBO) BE 0785.992.879, email contact@eliama.agency, website https://eliama.agency.

Article 1 – Applicability, acknowledgement and acceptance

1.1. These General Terms and Conditions apply to all quotations, proposals, agreements, Service Level Agreements (SLAs), services delivered, software solutions, advice and deliverables by or on behalf of Eliama & Otileo BV.

1.2. Legal acknowledgement and acceptance: entering into a cooperation, placing an order, signing a quotation or SLA, allowing work to commence, or in any way directly or indirectly cooperating with or purchasing services from Eliama & Otileo BV, legally implies that the customer expressly and irrevocably acknowledges these General Terms and Conditions and unconditionally agrees to them.

1.3. The application of any general, purchasing or other conditions of the customer is expressly excluded, even if they state that they alone apply.

1.4. Deviations from these terms are only valid if expressly accepted in writing by an authorised representative of Eliama & Otileo BV.

Article 2 – Quotations, formation and duration of the agreement

2.1. All quotations and price estimates from Eliama & Otileo BV are non-binding and valid for thirty (30) calendar days from the date of the quotation, unless expressly stated otherwise on the quotation.

2.2. An agreement is formed when the customer signs the quotation or agreement in writing or electronically, or when Eliama & Otileo BV commences performance of the assignment following oral, electronic or written approval by the customer.

2.3. Continuing agreements (such as maintenance contracts, retainer agreements and SLAs) are entered into for an initial term of twelve (12) months, unless otherwise agreed in writing. After this period they are tacitly renewed for successive periods of twelve (12) months, unless terminated in writing by either party with due observance of a notice period of at least three (3) months prior to the expiry of the current term.

Article 3 – Performance of services

3.1. Eliama & Otileo BV performs its assignments to the best of its knowledge, ability and in accordance with the standards of the profession. All obligations of Eliama & Otileo BV are expressly best-efforts obligations, not result obligations.

3.2. Stated delivery times and schedules are always indicative and do not constitute fatal deadlines, unless expressly agreed in writing as binding. Delay in performance does not give the customer the right to compensation, termination of the agreement or suspension of payment obligations.

3.3. The customer provides Eliama & Otileo BV in a timely manner with all data, documents, access codes and cooperation reasonably required for the proper performance of the agreement. If the data required for performance are not provided on time or in accordance with the agreements, Eliama & Otileo BV has the right to suspend performance and charge the customer for the additional costs resulting from the delay at its usual rates.

Article 4 – Prices, rates and additional work

4.1. All quoted prices and rates are in euros (€) and exclusive of VAT, levies, travel and administrative costs, unless expressly stated otherwise.

4.2. All work, requests, extensions or changes falling outside the original scope of the quotation or agreement are regarded as additional work. Additional work is invoiced on the basis of Eliama & Otileo BV's applicable hourly rates at that time or by means of an additional quotation.

4.3. Eliama & Otileo BV has the right to adjust its rates annually on 1 January in accordance with the Belgian consumer price index or health index, or to adapt them to increasing wage or operating costs.

Article 5 – Payment, default, interest and damages

5.1. Payment term: all invoices from Eliama & Otileo BV are payable within seven (7) calendar days of the invoice date to the bank account stated on the invoice, without any right to discount, deduction or set-off.

5.2. Automatic default: in the event of failure to pay in full on the due date, the customer shall be in default by operation of law, immediately and without prior notice of default being required.

5.3. Late-payment interest: in the event of non-payment on the due date, contractual late-payment interest is due by operation of law and without notice of default on the outstanding balance. This interest is calculated on an annual basis in accordance with the statutory interest rate determined by the Law of 2 August 2002 combating late payment in commercial transactions (with an absolute minimum of 10.5% per year), from the due date until the date of full payment.

5.4. Contractual damages clause (15%): in the event of non-payment on the due date, the customer shall additionally owe, by operation of law and without notice of default, a lump-sum compensation of 15% of the total gross invoice amount due on the original due date, with an absolute minimum of €250.00 per invoice (in accordance with Article 5.88 of the Belgian Civil Code and Article VI.91/3 of the Belgian Code of Economic Law).

The calculation basis for this damages clause is the full original invoice amount on the due date. Any partial payments made after the due date do not reduce the calculation basis of this damages clause.

5.5. Collection and administrative costs: in accordance with Article 6 of the Law of 2 August 2002, Eliama & Otileo BV is also entitled to compensation of all collection costs in the event of late payment:

• Statutory lump sum: an automatic lump-sum compensation of €40.00 for own collection costs (Article 6, §1).
• File and administrative costs: compensation for all reasonable actual collection costs exceeding €40.00 (Article 6, §2). These costs for internal administrative file handling and follow-up are set at a lump sum of €250.00 per collection file, without prejudice to Eliama & Otileo BV's right to claim higher actual attorney, follow-up and court costs.

5.6. Acceleration: in the event of non-payment of a single invoice on its due date, all other invoices and claims of Eliama & Otileo BV against the customer shall become immediately due and payable by operation of law, even if not yet due.

Article 6 – Suspension of services

6.1. If the customer fails to pay an outstanding invoice (including principal, damages clause, interest and costs), or fails to comply with its obligations under the agreement, Eliama & Otileo BV has the right, with immediate effect and without prior judicial intervention, to:

• suspend the performance of all its services, assignments, deliveries, SLA obligations and support to the customer;
• temporarily or permanently block or disable access to applications, websites, software, servers or licences hosted by Eliama & Otileo BV.

6.2. Eliama & Otileo BV is in no way liable for any direct or indirect damage, loss of turnover or loss of data incurred by the customer or third parties as a result of a lawful suspension of its services due to non-payment.

Article 7 – Intellectual property rights and retention of title

7.1. All concepts, software, source code, designs, strategies, reports, texts, images, trademarks and other creations developed by Eliama & Otileo BV remain the exclusive intellectual and material property of Eliama & Otileo BV.

7.2. Retention of title: the transfer of usage rights or intellectual property rights to the work delivered shall only take place once the customer has fully and irrevocably complied with all its financial obligations towards Eliama & Otileo BV (including all principal sums, interest, damages and collection costs).

7.3. As long as full payment has not been received, the customer does not have a licence or right to use the delivered results and is expressly prohibited from using, reproducing, adapting or making the deliverables available to third parties.

7.4. Eliama & Otileo BV reserves the right to use the work carried out for the customer as a reference and for promotional purposes (e.g. on its website, social media or in its portfolio), unless expressly agreed otherwise in writing.

Article 8 – Liability and indemnification

8.1. The total liability of Eliama & Otileo BV due to an attributable shortcoming in the performance of the agreement is in all cases limited to compensation for direct damage only, and up to a maximum of the amount actually paid by the customer for the specific assignment or SLA in the three (3) months preceding the event causing the damage.

8.2. Eliama & Otileo BV is never liable for indirect damage, consequential damage, lost profits, missed savings, loss of data, business stagnation, reputational damage or claims by third parties.

8.3. Eliama & Otileo BV is not liable for damage resulting from malfunctions, interruptions or errors in software, hosting environments, networks, APIs or third-party services (such as Google, AWS, Microsoft, payment providers, etc.).

8.4. The customer fully indemnifies Eliama & Otileo BV against all third-party claims for damage suffered in connection with the performance of the agreement, if such damage results from acts or omissions of the customer or from incorrect information or materials provided by the customer.

Article 9 – Confidentiality and privacy (GDPR)

9.1. Both parties undertake to keep confidential all confidential information obtained from each other or from other sources in the context of the agreement.

9.2. Eliama & Otileo BV processes personal data of the customer and/or its end users in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR). Where Eliama & Otileo BV acts as processor, a separate processor agreement may be concluded between the parties.

Article 10 – Force majeure

10.1. Eliama & Otileo BV is not obliged to perform any obligation if it is prevented from doing so as a result of force majeure. Force majeure includes, but is not limited to: illness of key personnel, cyber-attacks, DDoS attacks, power and network failures, government measures, fire, natural disasters, strikes and failures by suppliers or third parties.

10.2. In the event of force majeure, Eliama & Otileo BV has the right to suspend its obligations or to terminate the agreement in whole or in part, without being liable for any compensation.

Article 11 – Nullity and amendability

11.1. If one or more provisions of these general terms and conditions are declared wholly or partially null, void or unenforceable, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid or void provision with a valid provision that approximates the purpose and intent of the original provision as closely as possible.

11.2. Eliama & Otileo BV reserves the right to amend these general terms and conditions at any time. The amended terms shall be deemed accepted by the customer if, after notification via the website or email, the customer does not object in writing within fourteen (14) calendar days.

Article 12 – Applicable law and competent court

12.1. All legal relationships, quotations, agreements, cooperations and SLAs between Eliama & Otileo BV and the customer are governed exclusively by Belgian law.

12.2. All disputes arising out of or relating to agreements or services of Eliama & Otileo BV shall be submitted exclusively to the competent Belgian courts of the district where the registered office of Eliama & Otileo BV is located (Leuven Enterprise Court).