Article 1 — Definitions and scope
1.1 “Q-Ware” means Q-Ware bv, Merellaan 6, 8710 Wielsbeke, Belgium — company number BE 0700.227.558 — info@q-ware.be — +32 495 16 47 96. “Customer” means any business that enters into a contract with Q-Ware. “Goods” means hardware, software, licences and other products supplied by Q-Ware. “Services” means all services provided by Q-Ware, including advice, installation, configuration, maintenance, support, management, development, consulting and business analysis.
1.2 These general terms and conditions apply to every quotation, order, contract and invoice between Q-Ware and the Customer, to the exclusion of the Customer’s general terms, even if communicated later. Deviations are valid only if accepted by Q-Ware in writing.
1.3 Q-Ware supplies businesses only. By placing an order, the Customer confirms that it acts for professional purposes.
Article 2 — Quotations and formation of the contract
2.1 Quotations are without obligation and valid for 30 calendar days unless stated otherwise. Prices of goods are subject to the prices and availability at Q-Ware’s suppliers at the time of the order.
2.2 The contract is formed upon written confirmation by Q-Ware (including by e-mail) or upon the start of performance. Changes or additional work are invoiced separately.
Article 3 — Prices
3.1 All prices are in euros and exclusive of VAT, shipping costs and any installation costs, unless stated otherwise.
3.2 Services are charged at the agreed price, a fixed fee, or on a time-and-materials basis at the applicable hourly rate. Travel is charged at the rates in the quotation.
3.3 Recurring services (maintenance, management, cloud subscriptions) may be adjusted annually in line with the Belgian health index and with price changes of the underlying suppliers, subject to one month’s notice.
Article 4 — Delivery of goods
4.1 Delivery times are indicative. Delay gives no right to compensation or termination unless it exceeds 60 days and is attributable to Q-Ware.
4.2 The risk of loss or damage passes to the Customer upon delivery. Delivery takes place at the Customer’s address or by collection, as agreed.
4.3 The Customer inspects the goods upon delivery. Visible defects or non-conformity must be reported in writing within 8 calendar days of delivery, on pain of forfeiture. Hidden defects must be reported within 8 calendar days of discovery and at the latest within the warranty period.
Article 5 — Retention of title
5.1 Delivered goods remain the exclusive property of Q-Ware until full payment of the price, including costs and interest. Until then the Customer may not sell, pledge or make the goods available to third parties, and must keep and insure them as identifiable property of Q-Ware.
5.2 In the event of non-payment, Q-Ware may repossess the goods wherever they are, without prior notice of default and without prejudice to its right to compensation. The Customer grants access to its premises for that purpose.
5.3 The risk nevertheless remains with the Customer from delivery onwards (Article 4.2).
Article 6 — Warranty on goods
6.1 Delivered goods are covered solely by the warranty of the manufacturer or supplier, under its conditions and terms. Q-Ware assists with warranty claims but is not itself the warrantor.
6.2 The warranty lapses in the event of misuse, accident, intervention by third parties, modification of the goods, or failure to follow the manufacturer’s instructions.
6.3 Software and licences are supplied under the licence terms of the publisher. Q-Ware gives no warranty on software other than the publisher’s.
Article 7 — Services
7.1 Q-Ware performs its services to the best of its ability and in accordance with good industry practice. Unless expressly agreed otherwise, Q-Ware undertakes a best-efforts obligation and not an obligation of result.
7.2 The Customer provides Q-Ware in good time with all information, access, passwords, licences and cooperation required for performance. Delays or additional costs caused by their absence are for the Customer’s account.
7.3 Backups. The Customer remains responsible for its data and for an up-to-date backup of it before any intervention by Q-Ware, unless a backup service is expressly part of the contract. Q-Ware is not liable for loss of data for which no usable backup existed.
7.4 Q-Ware may engage subcontractors and suppliers for performance.
7.5 Q-Ware is not responsible for the operation, availability or security of third-party products and services (including software, cloud services, telecom services and internet connections), even where it recommended, supplied or configured them at the Customer’s request.
Article 8 — Development, configuration and delivery
8.1 Custom developments, configurations and documents are delivered on the basis of the specifications agreed in writing. Anything not in the specifications is not part of the assignment.
8.2 The Customer tests the delivery and reports deviations from the specifications within 10 working days. In the absence of substantiated remarks within that period, or upon putting into use, the delivery is deemed accepted.
8.3 Changes to the specifications during performance are treated as an additional assignment and invoiced separately.
Article 9 — Intellectual property
9.1 All intellectual property rights in what Q-Ware develops, designs or drafts — including software, scripts, configurations, documentation, analyses, designs and methods — remain the exclusive property of Q-Ware, also after delivery and payment, unless agreed otherwise in writing.
9.2 Upon full payment the Customer obtains a non-exclusive, non-transferable right to use the delivered results, limited to its internal business operations and to the purpose for which they were made. The Customer may not sell, rent, sublicense or make the results available to third parties.
9.3 Knowledge, experience and reusable components that Q-Ware acquires or uses in an assignment may be freely used for other customers, without disclosing confidential information of the Customer.
9.4 Third-party software and materials remain subject to the rights and licence terms of those third parties.
9.5 The Customer warrants that the material it provides to Q-Ware does not infringe third-party rights and indemnifies Q-Ware against claims in that respect.
Article 10 — Payment
10.1 Invoices are payable within 30 calendar days of the invoice date unless stated otherwise. Q-Ware may request an advance; goods made to order may be invoiced in full in advance.
10.2 In the event of non-payment by the due date, interest is due by operation of law and without notice of default at the rate set by the Act of 2 August 2002 on combating late payment in commercial transactions, together with a fixed recovery fee of 40 euros and compensation of 10 % of the outstanding amount with a minimum of 125 euros, without prejudice to Q-Ware’s right to prove higher actual costs.
10.3 In the event of non-payment of one invoice, all other invoices become immediately due and Q-Ware may suspend its services, after written warning, until full payment. Suspension gives the Customer no right to compensation.
10.4 Objections to an invoice must be made in writing and with reasons within 8 calendar days of the invoice date. After that the invoice is deemed accepted.
Article 11 — Liability
11.1 Q-Ware’s liability, on whatever ground, is limited to repairing or re-performing the defective service or, if that is not possible, to the amount the Customer paid for the order concerned or, for recurring services, for the last twelve months of the service concerned, with an absolute maximum of 25,000 euros per event and per contract year.
11.2 Q-Ware is not liable for indirect damage, including loss or corruption of data, loss of profit, loss of production, loss of customers, reputational damage, replacement costs, or third-party claims.
11.3 Q-Ware is not liable for damage resulting from security incidents (including ransomware, phishing and data breaches) where the Customer did not have the security measures recommended by Q-Ware implemented, or only partly, where the Customer or its staff acted carelessly, or where the cause lies with third-party products or services.
11.4 These limitations do not apply in the event of wilful misconduct by Q-Ware, nor to damage to life or physical integrity, nor where the law does not allow a limitation.
11.5 Any claim against Q-Ware lapses if it has not been reported in writing within 6 months of the damage arising and brought before the courts within 12 months of that report.
11.6 The Customer undertakes not to bring direct non-contractual claims against the directors, employees, subcontractors and other auxiliaries of Q-Ware for damage connected with the performance of the contract; this provision constitutes a stipulation for the benefit of third parties within the meaning of Article 6.3 of the Belgian Civil Code.
Article 12 — Data protection
12.1 Both parties comply with the GDPR and Belgian privacy legislation. Where Q-Ware processes personal data on behalf of the Customer in performing services, it acts as processor and the Customer as controller. Q-Ware’s data processing agreement then forms an integral part of the contract.
12.2 The Customer warrants that it has a valid legal basis for the personal data it entrusts to Q-Ware.
Article 13 — Confidentiality
13.1 The parties treat all information they learn about each other in the course of the collaboration — including passwords, configurations, business data and prices — as confidential, use it solely for performing the contract and do not share it with third parties, except with employees and subcontractors who need it and are bound by the same obligation. This obligation continues for 5 years after the end of the contract.
Article 14 — Force majeure
14.1 Q-Ware is not liable for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including supplier outages, telecom or power interruptions, cyberattacks, supply problems, illness, strikes, fire, natural disasters, government measures or epidemics. If force majeure lasts longer than 60 days, either party may terminate the contract in writing without compensation; services already delivered remain payable.
Article 15 — Term and termination
15.1 Contracts for recurring services (maintenance, management, support, subscriptions) are entered into for the agreed term and thereafter tacitly renewed for successive periods of one year, unless a party terminates by registered letter or e-mail with acknowledgement of receipt, subject to 3 months’ notice before the renewal date. Third-party cloud and licence subscriptions follow the term and termination rules of those third parties.
15.2 Either party may terminate the contract without notice if the other party fails to fulfil a material obligation and does not remedy this within 15 days of a written notice of default, or in the event of bankruptcy, liquidation or manifest insolvency of the other party.
15.3 Upon termination Q-Ware hands over, on request and against payment of outstanding invoices, the Customer’s data and access credentials it manages, within a reasonable period and in a common format. Obligations that by their nature continue (payment, confidentiality, intellectual property, liability) survive termination.
Article 16 — Miscellaneous
16.1 If a provision of these terms is void or unenforceable, the remaining provisions remain in force and the parties replace the void provision with a valid one that comes closest to its intent.
16.2 Q-Ware’s failure to exercise a right does not constitute a waiver of that right.
16.3 The Customer may not assign its rights and obligations without Q-Ware’s written consent.
16.4 Q-Ware may amend these terms; current contracts remain governed by the version applicable when they were concluded, unless the Customer accepts the amended version.
Article 17 — Governing law and jurisdiction
17.1 All contracts between Q-Ware and the Customer are governed exclusively by Belgian law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.
17.2 All disputes fall under the exclusive jurisdiction of the courts of the judicial district of West Flanders, Kortrijk division, including the Enterprise Court of Ghent, Kortrijk division, without prejudice to Q-Ware’s right to summon the Customer before the court of its own registered office.
17.3 These terms are drawn up in Dutch and translated into French and English. In case of discrepancy, the Dutch version prevails. Version of 25 September 2026.