Terms and conditions

These terms and conditions apply to all offers, quotations and agreements with Ulvio BV. We design, build and support intelligent software solutions for organisations. Deviations apply only where they have been agreed expressly and in writing.

1. Company details

• Name: Ulvio BV
• VAT number: BE1032.304.088
• Registered office: Brugstraat 32 bus 1, 2960 Brecht, Belgium
• Contact: via the contact page

2. Definitions

• Client: the natural person or legal entity placing an order with Ulvio.
• Services: all services provided by Ulvio, including analysis, design, development, implementation and support.
• Agreement: the arrangements between Ulvio and the client as set out in a quotation, order or contract.
• Delivery: the (interim) delivery of the result of the services.

3. Applicability

These terms apply to all services provided by Ulvio. Purchasing or other terms of the client do not apply unless Ulvio accepts them in writing. By placing an order the client accepts these terms.

4. Quotations and formation

Quotations are without obligation and valid for 30 days unless stated otherwise. An agreement is formed once the quotation is accepted in writing or once Ulvio begins performance. Changes or additional arrangements are confirmed in writing.

5. Performance of the services

Ulvio performs assignments to the best of its knowledge and craft. Planning and lead times are indicative unless expressly agreed otherwise. Ulvio may call on specialised partners for specific tasks.

6. Client obligations

The client provides in good time all information, access and materials required to perform the assignment and warrants that these are correct and complete. The client provides timely feedback on and acceptance of delivered components. The client warrants that all materials supplied are free of third-party rights or that the necessary licences are in place.

7. Delivery and acceptance

Delivery takes place in phases or as a whole, as agreed. The client reports any defects within 10 working days of delivery. In the absence of a report the work is deemed accepted.

8. Changes and additional work

Changes or additions outside the agreed scope count as additional work. Ulvio informs the client in advance of the impact on price and planning. Additional work is carried out after written approval.

9. Prices and payment

All prices are exclusive of VAT and other levies. Invoicing takes place according to the agreed instalments or milestones. Payment is due within 30 days of the invoice date. In the event of late payment Ulvio may charge statutory interest and reasonable recovery costs and may suspend performance.

10. Maintenance and support

Maintenance and support are provided in accordance with the arrangements in the quotation or a separate support agreement. Without explicit support arrangements, Ulvio may offer support on a best-effort basis at the applicable hourly rate.

11. Intellectual property and rights of use

All intellectual property rights in software, documentation and designs developed by Ulvio remain with Ulvio unless agreed otherwise in writing. Upon full payment the client obtains a non-exclusive, non-transferable right of use for the agreed purpose. Rights in open source or third-party components remain with their respective holders.

12. Confidentiality and privacy

Both parties treat confidential information received in the context of the agreement as strictly confidential and use it solely for the performance of the agreement. For the processing of personal data Ulvio acts in accordance with its privacy policy and, where applicable, a data processing agreement.

13. Liability

Ulvio is liable only for direct damage resulting from an attributable breach. Liability is limited to the value of the assignment (excluding VAT) over the last 12 months. Ulvio is not liable for indirect damage, consequential damage, loss of profit or loss of data.

14. Force majeure

In the event of force majeure, Ulvio's obligations are suspended for the duration of the force majeure. Force majeure includes, among other things, outages at suppliers, network problems, power failures and other circumstances beyond Ulvio's reasonable control. If the force majeure lasts longer than 60 days, either party may terminate the agreement in writing.

15. Term and termination

Either party may terminate an agreement observing the agreed notice period. In the event of a material breach the other party may rescind the agreement in writing if the breach is not remedied. Services already delivered remain payable.

16. Governing law and disputes

All agreements between Ulvio and the client are governed by Belgian law. Disputes are, preferably after consultation, submitted to the competent courts of the Antwerp district, unless mandatory law provides otherwise.

Questions about these terms? Get in touch via the contact page.

This is a translation of the Dutch original. In the event of any discrepancy, the Dutch version prevails.