Contractual hierarchy

This contract is made up of the following documents:

  • This Agreement, incl. Specific Conditions
  • General Conditions
  • All orders that result from this Agreement

In the event of any contradiction between the conditions mentioned in the aforementioned documents, priority shall be given to this Agreement and then to any orders.

Start and duration of the Agreement

This Agreement shall enter into force from the moment the CUSTOMER allows Continu-IT to start delivering the services defined herein. Both Parties hereby explicitly acknowledge that the start of the services delivered by Continu-IT shall be deemed sufficient evidence that a) this Agreement is accepted by Customer name, b) that the conditions have been accepted and c) that an approval is given to produce invoices for the corresponding services. This Agreement shall apply for a period of minimum one (1) year. Without prior notice, the annual Agreement shall be automatically renewed for a new period of minimum one (1) year. Customer name can cancel the extension in writing four (4) weeks prior to the ending of the current period.

Grace period

The first three (3) months of this Agreement shall be considered a grace period. During this period, initial health checks will be carried out and a definitive scope will be defined. During the grace period, the Service Levels defined in this Agreement shall not apply. During the two (2) weeks following this grace period, both Parties may cancel this Agreement without any (additional) compensation.

Invoices and payment

Continu-IT shall submit an invoice to Customer name for services executed at the end of each month. Payment shall be made within thirty (30) days of the date of invoice. The one-off costs shall be invoiced at the end of the month after receipt of this signed Agreement. The prices stated in this Agreement are without VAT or any other charges. Prices are expressed in EURO (€). They can be reconsidered annually by application of the following formula: Initial price x [0.2 + 0.8 x (new index/initial index)] where new index = the Agoria index "Referteloonkost nationaal gemiddelde" (Reference national average cost of labour) of the month preceding the renewal date of the Agreement; and initial index = the Agoria index "Referteloonkost nationaal gemiddelde" of the month preceding the Agreement signature date.

Force majeure

Neither of the Parties shall be liable - whether in whole or in part - to the other Party for delays or defects in performance if such delays or defects are due to causes that were beyond the control of a Party, were not foreseeable and could not have been anticipated or avoided ("force majeure"). In the event of force majeure, the Party which invokes force majeure shall notify the other Party thereof in writing within seven (7) days, stating the nature of the force majeure and of the underlying circumstances. In the event of force majeure which persists for more than three (3) months, the Party against which force majeure is invoked shall be entitled to terminate the Agreement in whole or in part. Notwithstanding the occurrence of force majeure, the affected Party shall mitigate the effects of the particular force majeure event and shall recommence performance of its obligations under this Agreement as soon as possible.

Limited liability

Continu-IT shall only be liable for direct damage caused by its shortcomings. In no case shall Continu-IT be liable for indirect damage or resulting damage such as, but not limited to, loss of data, loss of profit or any increase in overheads suffered by Customer name or any third parties. Continu-IT shall not be liable for damage caused by malfunctioning of the systems to be maintained. In addition, Continu-ITcannot be held liable for any compensations for damage fully or partly caused by the software or hardware delivered or produced by third parties, or by any other asset at the premises of Customer name's company Continu-IT's liability will be limited to the amount that equals the fees which Continu-IT has received within the framework of this Agreement from in the twelve (12) months before the occurrence of the event for which Continu-IT is made liable.

Software guarantee

Customer name agrees that the software in scope is delivered by Continu-IT 'as is'. Continu-IT cannot, therefore, guarantee that the functions contained in the by Customer name used software (delivered through external and through known Customer name software vendors) in scope of this contract, meet the requirements of Customer name or that the software works without errors or interruptions. Customer name undertakes to pay all costs for services necessary to correct or adapt the software to the requirements of Customer name.

Signature

The signature of a Party via a scan or digitisation of the original signature (e.g. a scan in PDF format) or an electronic signature (e.g. via HelloSign), is deemed to be an original signature with the same validity, enforceability and admissibility. Each Party shall receive a fully signed copy of the Agreement. The transfer of this copy via e-mail or an electronic signature system shall have the same legal force and effect as the transfer of the original copy of the Agreement.